UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form ~~10‑Q~~10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended October 31, ~~2020~~2021

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to _______________.

Commission file number: 000-55831

MMEX RESOURCES CORPORATION

(Exact name of Issuer as specified in its charter)

~~(Exact name of Issuer as specified in its charter)~~

Nevada		26-1749145
(State or other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

3616 Far West Blvd. #117-321 Austin, Texas 78731		~~855-880-0400~~
~~(Address of principal executive offices, including zip code)~~	855-880-0400
(Address of principal executive offices, including zip code)	~~(Issuer’s telephone number, including area code)~~	(Issuer’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	~~Accelerated filer~~Smaller reporting company	☒
(Do not check if a smaller reporting company)		Emerging growth company	☐
~~Non-accelerated filer~~	☐	~~Smaller reporting company~~		☒
~~(Do not check if a smaller reporting company)~~		~~Emerging growth company~~		☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Applicable only to issuers involved in bankruptcy proceedings during the preceding five years:

Indicate by check mark whether the registrant filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☐ No ☐

Applicable only to corporate issuers:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of December ~~21, 2020,~~9, 2021, there were ~~14,959,987,158~~17,845,362 shares of common stock, $0.001 par value, issued and outstanding.

MMEX RESOURCES CORPORATION

TABLE OF CONTENTS

QUARTER ENDED OCTOBER 31, ~~2020~~2021

Table of Contents

PART I – FINANCIAL INFORMATION

ITEM 1. Financial Statements

The accompanying condensed consolidated financial statements of MMEX Resources Corporation and subsidiaries (the “Company”) are unaudited and have been prepared in accordance with generally accepted accounting principles for interim financial information and in accordance with the instructions for Form 10-Q. Accordingly, they do not include all of the information and notes required by generally accepted accounting principles for complete financial statements.

In the opinion of management, the condensed consolidated financial statements contain all material adjustments, consisting only of normal recurring adjustments, necessary to present fairly the financial condition, results of operations, and cash flows of the Company for the interim periods presented.

Operating results and cash flows for any interim period are not necessarily indicative of the results that may be expected for other interim periods or the full fiscal year. These condensed consolidated financial statements and related notes should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Form 10-K for the year ended April 30, ~~2020~~2021 filed with the Securities and Exchange Commission (“SEC”).

The Company amended its articles of incorporation to provide for a 1 for 10,000 reverse stock split of its common shares, which was effective as of July 1, 2021. The Company has given retroactive effect to the reverse stock split for all periods presented in this report on Form 10-Q.

Table of Contents

~~Table of Contents~~

MMEX RESOURCES CORPORATION

Condensed Consolidated Balance Sheets

October 31,
2020

April 30,
2020

Assets

(unaudited)

Current assets:

Cash

$ 50

$ 66,830

Prepaid expenses and other current assets

6,958

23,145

Total current assets

7,008

89,975

Property and equipment, net

489,606

507,044

Deposit

900

900

Total assets

$ 497,514

$ 597,919

Liabilities and Stockholders’ Deficit

Current liabilities:

Accounts payable

$ 905,376

$ 764,945

Accrued expenses

1,040,463

519,447

Accounts payable and accrued expenses – related parties

390,198

236,514

Note payable, currently in default

75,001

75,001

Convertible notes payable, currently in default, net of discount of $0 and $0 at October 31, 2020 and April 30, 2020, respectively

928,114

323,133

Convertible notes payable, net of discount of $10,701 and $140,941 at October 31, 2020 and April 30, 2020, respectively

1,093,999

1,587,239

Convertible notes payable – related parties, net of discount of $4,615 and $2,232 at October 31, 2020 and April 30, 2020, respectively

135,151

41,268

PPP loan payable

167,900

167,900

SBA express bridge loan payable

10,000

-

Derivative liabilities

1,306,229

2,607,433

Total current liabilities

6,052,431

6,322,880

Total liabilities

6,052,431

6,322,880

Commitments and contingencies

Stockholders’ deficit:

Common stock; $0.001 par value; 25,000,000,000 shares authorized, 14,211,114,185 and 13,352,828,472 shares issued and outstanding at October 31, 2020 and April 30, 2020, respectively

14,211,116

13,352,830

Preferred stock; $0.001 par value; 10,000,000 shares authorized, 1,000 Series A shares issued and outstanding

1

1

Additional paid-in capital

23,587,150

24,370,144

Non-controlling interest

9,871

9,871

Accumulated (deficit)

(43,363,055
)

(43,457,807 )
Total stockholders’ deficit

(5,554,917
)

(5,724,961 )

Total liabilities and stockholders’ deficit

$ 497,514

$ 597,919

	October 31, 2021			April 30, 2021
Assets	(unaudited)

Current assets:
Cash	$	273,686		$	330,449
Prepaid expenses and other current assets		35,433			37,893
Total current assets		309,119			368,342

Property and equipment, net		709,709			472,169
Deposit		900			900

Total assets	$	1,019,728		$	841,411

Liabilities and Stockholders’ Deficit

Current liabilities:
Accounts payable	$	589,201		$	802,640
Accrued expenses		816,861			807,349
Accounts payable and accrued expenses – related parties		59,023			272,834
Note payable, currently in default		75,001			75,001
Note payable		775,000			775,000
Convertible notes payable, currently in default, net of discount of $0 and $0 at October 31, 2021 and April 30, 2021, respectively		75,000			235,775
Convertible notes payable, net of discount of $0 and $133,944 at October 31, 2021 and April 30, 2021, respectively		370,000			398,056
Convertible notes payable – related parties, net of discount of $0 and $235 at October 31, 2021 and April 30, 2021, respectively		0			74,755
PPP loans payable		0			150,000
SBA express bridge loan payable		10,000			10,000
Derivative liabilities		0			3,010,042
Total current liabilities		2,770,086			6,611,452

Total liabilities		2,770,086			6,611,452

Commitments and contingencies

Stockholders’ deficit:
Common stock; $0.001 par value; 10,000,000 shares authorized, 17,820,362 and 3,251,641 shares issued and outstanding at October 31, 2021 and April 30, 2021, respectively		17,820			3,252
Preferred stock; $0.001 par value; 1,000,000 shares authorized, 1,000 Series A shares issued and outstanding		1			1
Additional paid-in capital		65,067,236			62,201,528
Non-controlling interest		9,871			9,871
Accumulated deficit		(66,845,286	)		(67,984,693	)
Total stockholders’ deficit		(1,750,358	)		(5,770,041	)

Total liabilities and stockholders’ deficit	$	1,019,728		$	841,411

See accompanying notes to condensed consolidated financial statements.

Table of Contents

~~Table of Contents~~

MMEX RESOURCES CORPORATION

Condensed Consolidated Statements of Operations

(Unaudited)

Three Months Ended
October 31,

Six Months Ended
October 31,

2020

2019

2020

2019

Revenues

$ -

$ -

$ -

$ -

Operating expenses:

General and administrative expenses

179,350

299,312

362,675

545,419

Refinery start-up costs

51,985

87,539

89,685

138,939

Depreciation and amortization

8,720

8,638

17,438

17,225

Total operating expenses

240,055

395,489

469,798

701,583

Loss from operations

(240,055 )

(395,489 )

(469,798 )

(701,583 )

Other income (expense):

Interest expense

(171,054 )

(534,232 )

(725,143 )

(1,222,204 )
Gain (loss) on derivative liabilities

102,341

(416,171 )

1,289,693

(161,044 )
Gain on extinguishment of liabilities

-

-

-

1,992

Total other income (expense)

(68,713 )

(950,403 )

564,550

(1,381,256 )

Income (loss) before income taxes

(308,768 )

(1,345,892 )

94,752

(2,082,839 )
Provision for income taxes

-

-

-

-

Net income (loss)

(308,768 )

(1,345,892 )

94,752

(2,082,839 )

Non-controlling interest in income of consolidated subsidiaries

-

-

-

-

Net income (loss) attributable to the Company

$ (308,768 )

$ (1,345,892 )

$ 94,752

$ (2,082,839 )

Net income (loss) per common share:

Basic

$ (0.00 )

$ (0.00 )

$ 0.00

$ (0.00 )
Diluted

$ (0.00 )

$ (0.00 )

$ 0.00

$ (0.00 )

Weighted average number of common shares outstanding:

Basic

13,913,213,564

1,727,348,034

13,633,021,019

919,329,234

Diluted

13,913,213,564

1,727,348,034

25,000,000,000

919,329,234

	Three Months Ended October 31,						Six Months Ended October 31,
	2021			2020			2021			2020

Revenues	$	0		$	0		$	0		$	0

Operating expenses:
General and administrative expenses		274,493			179,350			717,000			362,675
Project costs		1,006,666			51,985			1,009,726			89,685
Depreciation and amortization		9,246			8,720			17,964			17,438

Total operating expenses		1,290,405			240,055			1,744,690			469,798

Loss from operations		(1,290,405	)		(240,055	)		(1,744,690	)		(469,798	)

Other income (expense):
Interest expense		(57,645	)		(171,054	)		(262,255	)		(725,143	)
Gain (loss) on derivative liabilities		0			102,341			3,010,042			1,289,693
Gain (loss) on extinguishment of liabilities		196,166			0			136,310			0

Total other income (expense)		138,521			68,713			2,884,097			564,550

Income (loss) before income taxes		(1,151,884	)		(308,768	)		1,139,407			94,752
Provision for income taxes		0			0			0			0

Net income (loss)		(1,151,884	)		(308,768	)		1,139,407			94,752

Non-controlling interest in income of consolidated subsidiaries		0			0			0			0

Net income (loss) attributable to the Company	$	(1,151,884	)	$	(308,768	)	$	1,139,407		$	94,752

Net income (loss) per common share – basic	$	(0.12	)	$	0.22		$	0.17		$	0.00
Net income (loss) per common share – diluted	$	(0.12	)	$	0.22		$	0.10		$	0.07
Weighted average number of common shares outstanding - basic		9,908,190			1,391,321			6,607,443			1,363,302
Weighted average number of common shares outstanding - diluted		9,908,190			1,391,321			13,069,133			2,500,000

See accompanying notes to condensed consolidated financial statements.

Table of Contents

~~Table of Contents~~

MMEX RESOURCES CORPORATION

Condensed Consolidated Statement of Stockholders’ Deficit

Three and Six Months Ended October 31, ~~2019~~2020 (Unaudited)

Common Stock

Class A Preferred Stock

Additional
Paid-in

Non-Controlling

Accumulated

Shares

Amount

Shares

Amount

Capital

Interest

Deficit

Total

Balance, April 30, 2019

68,172,427

$ 68,174

-

$ -

$ 35,622,398

$ 9,871

$ (39,064,118 )

$ (3,363,675 )

Shares issued for:

Services

30,000

30

-

-

54

-

-

84

Accrued expenses

1,116,961

1,117

-

-

10,391

-

-

11,508

Conversion of convertible notes payable and accrued interest

3,080,979,835

3,080,980

-

-

(2,464,763 )

-

-

616,217

Preferred shares issued to related party for services

-

-

1,000

1

23,899

-

-

23,900

Settlement of derivative liabilities

-

-

-

-

599,328

-

-

599,328

Net loss

-

-

-

-

-

-

(2,082,839 )

(2,082,839 )

Balance, October 31, 2019

3,150,299,223

$ 3,150,301

1,000

$ 1

$ 33,791,307

$ 9,871

$ (41,146,957 )

$ (4,195,477 )

	Common Stock				Class A Preferred Stock				Additional Paid-in		Non-Controlling		Accumulated
	Shares		Amount		Shares		Amount		Capital		Interest		Deficit			Total

Balance, April 30, 2020		1,335,283	$	1,335		1,000	$	1	$	37,721,639	$	9,871	$	(43,457,807	)	$	(5,724,961	)
Net loss		-		0		-		0		0		0		403,520			403,520
Balance, July 31, 2020		1,335,283		1,335		1,000		1		37,721,639		9,871		(43,054,287	)		(5,321,441	)
Shares issued for conversion of convertible notes payable and accrued interest		85,828		86		-		0		56,594		0		0			56,680
Settlement of derivative liabilities		-		0		-		0		18,612		0		0			18,612
Net loss		-		0		-		0		0		0		(308,768	)		(308,768	)

Balance, October 31, 2020		1,421,111	$	1,421		1,000	$	1	$	37,796,845	$	9,871	$	(43,363,055	)	$	(5,554,917	)

See accompanying notes to condensed consolidated financial statements.

Table of Contents

~~Table of Contents~~

MMEX RESOURCES CORPORATION

Condensed Consolidated Statement of Stockholders’ Deficit

Three and Six Months Ended October 31, ~~2020~~2021 (Unaudited)

Common Stock

Series A Preferred Stock

Additional
Paid-in

Non-Controlling

Accumulated

Shares

Amount

Shares

Amount

Capital

Interest

Deficit

Total

Balance, April 30, 2020

13,352,828,472

$ 13,352,830

1,000

$ 1

$ 24,370,144

$ 9,871

$ (43,457,807 )

$ (5,724,961 )

Shares issued for conversion of convertible notes payable and accrued interest

858,285,713

858,286

-

-

(801,606 )

-

-

56,680

Settlement of derivative liabilities

-

-

-

-

18,612

-

-

18,612

Net income

-

-

-

-

-

-

94,752

94,752

Balance, October 31, 2020

14,211,114,185

$ 14,211,116

1,000

$ 1

$ 23,587,150

$ 9,871

$ (43,363,055 )

$ (5,554,917 )

	Common Stock				Series A Preferred Stock				Additional Paid-in			Non-Controlling		Accumulated
	Shares		Amount		Shares		Amount		Capital			Interest		Deficit			Total

Balance, April 30, 2021		3,251,641	$	3,252		1,000	$	1	$	62,201,528		$	9,871	$	(67,984,693	)	$	(5,770,041	)
Shares issued with prefunded warrants for cash		170,000		170		-		-		2,999,830			0		0			3,000,000
Shares issued for conversion of convertible notes payable and accrued interest		11,814		11		-		0		42,520			0		0			42,531
Shares issued for reverse stock split		17,754		18		-		0		(18	)		0		0			0
Shares issued for the exercise of prefunded warrants		250,000		250		-		0		(250	)		0		0			0
Offering costs		-		0		-		0		(349,150	)		0		0			(349,150	)
Net income		-		0		-		0		0			0		2,291,291			2,291,291

Balance, July 31, 2021		3,701,209		3,701		1,000		1		64,894,460			9,871		(65,693,402	)		(785,369	)
Shares issued for conversion of convertible notes payable and accrued interest		6,421,929		6,422		-		0		105,484			0		0			111,906
Shares issued for conversion of related party convertible notes payable and accrued interest		6,817,224		6,817		-		-		68,172			0		0			74,989
Shares issued for the exercise of prefunded warrants		880,000		880		-		0		(880	)		0		0			0
Net (loss)		-		0		-		0		0			0		(1,151,884	)		(1,151,884	)

Balance, October 31, 2021		17,820,362	$	17,820		1,000	$	1	$	65,067,236		$	9,871	$	(66,845,286	)	$	(1,750,358	)

See accompanying notes to condensed consolidated financial statements.

Table of Contents

~~Table of Contents~~

MMEX RESOURCES CORPORATION

Condensed Consolidated Statements of Cash Flows

(Unaudited)

Six Months Ended
October 31,

2020

2019

Cash flows from operating activities:

Net income (loss)

$ 94,752

$ (2,082,839 )
Adjustments to reconcile net income (loss) to net cash used in operating activities:

Depreciation and amortization expense

17,438

17,225

(Gain) loss on derivative liabilities

(1,289,693 )

161,044

Amortization of debt discount

134,959

976,323

Interest expense added to convertible note payable principal

35,000

10,000

Stock-based compensation

-

84

Convertible note payable – related parties for interest expense

-

3,000

Convertible note payable – related parties for consulting fees

-

20,000

Preferred shares issued to related party for services

-

23,900

Gain on extinguishment of liabilities

-

(1,992 )
Decrease in prepaid expenses and other current assets

16,187

14,363

Increase in liabilities:

Accounts payable

140,431

95,923

Accrued expenses

524,196

123,667

Accounts payable and accrued expenses – related party

229,950

101,046

Net cash used in operating activities

(96,780 )

(538,256 )

Cash flows from investing activities:

Purchase of property and equipment

-

(10,351 )
Net cash used in investing activities

-

(10,351 )

Cash flows from financing activities:

Proceeds from convertible notes payable

-

365,300

Proceeds from convertible notes payable – related party

20,000

301,000

Repayments of convertible notes payable

-

(100,000 )
Proceeds from SBA express bridge loan payable

10,000

-

Net cash provided by financing activities

30,000

566,300

Net increase (decrease) in cash

(66,780 )

17,693

Cash at the beginning of the period

66,830

55,188

Cash at the end of the period

$ 50

$ 72,881

Supplemental disclosure:

Interest paid

$ -

$ 10,402

Income taxes paid

-

-

Non-cash investing and financing activities:

Common stock issued in conversion of debt

56,680

616,217

Common stock issued for accrued expenses

-

13,500

Settlement of derivative liabilities

18,612

599,328

Derivative liabilities for debt discount

-

50,960

Derivative liabilities for related party debt discount

7,101

-

Convertible notes payable for accrued expenses

-

30,000

Convertible notes payable – related party for accounts payable and accrued expenses

76,266

-

Related party gain on common shares issued for services

-

2,491

	Six Months Ended October 31,
	2021			2020
Cash flows from operating activities:
Net income (loss)	$	1,139,407		$	94,752
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization expense		17,964			17,438
(Gain) loss on derivative liabilities		(3,010,042	)		(1,289,693	)
Amortization of debt discount		77,822			134,959
Interest expense added to convertible note payable principal		0			35,000
(Gain) loss on extinguishment of liabilities		(136,310	)		0
(Increase) decrease in prepaid expenses and other current assets		2,460			16,187
Increase (decrease) in liabilities:
Accounts payable		(171,857	)		140,431
Accrued expenses		19,089			524,196
Accounts payable and accrued expenses – related party		(213,811	)		229,950
Net cash used in operating activities		(2,275,278	)		(96,780	)

Cash flows from investing activities:
Purchase of property and equipment		(255,504	)		0
Net cash used in investing activities		(255,504	)		0

Cash flows from financing activities:
Proceeds from notes payable		200,000			0
Proceeds from convertible notes payable		78,500			0
Proceeds from convertible notes payable – related party		0			20,000
Proceeds from SBA express bridge loan payable		0			10,000
Repayments of notes payable		(200,000	)		0
Repayments of convertible notes payable		(255,331	)		0
Proceeds from the sale of common stock and prefunded warrants		3,000,000			0
Offering costs		(349,150	)		0
Net cash provided by financing activities		2,474,019			30,000

Net increase (decrease) in cash		(56,763	)		(66,780	)
Cash at the beginning of the period		330,449			66,830
Cash at the end of the period	$	273,686		$	50

Supplemental disclosure:
Interest paid	$	116,374		$	0
Income taxes paid	$	0		$	0
Non-cash investing and financing activities:
Common stock issued in conversion of debt	$	154,437		$	56,680
Common stock issued in conversion of related party debt	$	74,989		$	0
Settlement of derivative liabilities	$	0		$	18,612
Derivative liabilities for related party debt discount	$	0		$	7,101
Convertible notes payable – related party for accrued expenses	$	0		$	76,266
Reverse split	$	18		$	0
Exercise of prefunded warrants	$	1,130		$	0

See accompanying notes to condensed consolidated financial statements.

Table of Contents

~~Table of Contents~~

MMEX RESOURCES CORPORATION

Notes to Condensed Consolidated Financial Statements

Six Months Ended October 31, ~~2020~~
2021
(Unaudited)

NOTE 1 – BACKGROUND, ORGANIZATION AND BASIS OF PRESENTATION

MMEX Resources Corporation (the “Company” or “MMEX”) is a company engaged in the exploration, extraction, refining and distribution of oil, gas, petroleum products and electric power. We plan to focus on the acquisition, development and financing of oil, gas, refining and electric power projects in Texas, Peru, and other countries in Latin America using the expertise of our principals to identify, finance and acquire these projects. The most significant focus of our current business plan is to build crude oil refining facilities in the Permian Basin in West Texas.

~~MMEX~~ was formed as a Nevada corporation in 2005. The current management team ~~led~~lead an acquisition of the Company (then named Management Energy, Inc.) through a reverse merger completed on September 23, 2010 and changed the Company’s name to MMEX Mining Corporation on February 11, 2011 and to MMEX Resources Corporation on April 6, ~~2016~~2016.

The Company is a development-stage company focusing on the acquisition, development and financing of oil, gas, refining and infrastructure projects in Texas and South America, recently announcing it intends to develop solar energy to power multiple planned projects producing hydrogen and ultra-low sulfur fuels combined with carbon dioxide (CO2) capture in Texas.

The accompanying condensed consolidated financial statements include the accounts of the following entities, all of which the Company maintains control through a majority ownership or through common ownership:

Name of Entity	%			Form of Entity		State of Incorporation		Relationship

MMEX Resources Corporation (“MMEX”)		-			Corporation		Nevada		Parent
Pecos ~~Refining~~Clean Fuels & Transport, LLC (“~~Pecos Refining”~~Pecos”) [1]	100%	~~100~~	%		~~Corporation~~LLC		Texas		Subsidiary
MMEX Solar Resources, LLC [2]	100%		LLC		Texas		Subsidiary
~~Armadillo Holdings Group Corp. (“AHGC”)~~Texas Gulf Refining & Trading, LLC [2]	100%		LLC		Texas		Subsidiary
Louisiana Gulf Refining & Trading, LLC [2]	100%		LLC		Louisianna		Subsidiary
Rolling Stock Marine, LLC [2]	100%		LLC		Texas		Subsidiary
MMEX CO2 Capture, LLC [2] [3]	100%		LLC		Texas		Subsidiary

	[1]	Pecos Refining & Transport, LLC was formed in June 2017 with the Company as its sole member. Effective September 22, 2021 Pecos Refining & Transport, LLC changed its name to Pecos Clean Fuels & Transport, LLC. Pecos owns the land on which the Company’s planned hydrogen projects are to be developed.
			~~100~~	%
	~~Corporation~~[2]	This subsidiary is currently inactive.	~~British Virgin Isles~~		~~Subsidiary~~
~~Armadillo Mining Corp. (“AMC”)~~			~~98.6~~	%
	~~Corporation~~[3]	This entity was formed on September 21, 2021
		~~British Virgin Isles~~		~~Subsidiary~~

Pecos Refining was formed in June 2017 with the Company as its sole member. Through Pecos Refining, the Company plans to build and commence operations of a crude oil distillation unit in the Permian Basin in West Texas.

As of April 13, 2016, the Company assigned AMC to an irrevocable trust (the “Trust”), whose beneficiaries are the existing shareholders of MMEX. The accounts of AMC are included in the consolidated financial statements due to the common ownership. AMC through the Trust controls the Hunza coal interest previously owned by MMEX.

All significant inter-company transactions have been eliminated in the preparation of the consolidated financial statements.

These condensed consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management are necessary for a fair presentation of the information contained therein.

The Company has adopted a fiscal year end of April 30.

Special Purpose Entity

On March 19,2021, the Company entered into a Project Agreement with a third party whereby a limited liability entity was to be formed to construct, operate, maintain, and finance a hydrogen and gas-to-liquids plant in Texas. Under the terms of the Project Agreement, WT Blue Fuels, LLC (“WT”) was formed on October 7, 2021, with the Company obtaining a 40% ownership of WT. To date, no operations or activities have taken place within WT and the Company has paid no consideration for WT, has not contributed any funds to WT, or paid any expenses on behalf of WT. As such, as of September 30, 2021 there is no activity or investment for WT recorded on the Company’s books.

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NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Our significant accounting policies are described in our Annual Report on Form 10-K for the year ended April 30, ~~2020~~2021 filed with the SEC on ~~August 13, 2020.~~July 29, 2021.

Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its aforementioned subsidiaries and entities under common ownership. All significant intercompany accounts and transactions have been eliminated in consolidation. The ownership interests in subsidiaries that are held by owners other than the Company are recorded as non-controlling interest and reported in our consolidated balance sheets within stockholders’ deficit. Losses attributed to the non-controlling interest and to the Company are reported separately in our consolidated statements of operations.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Property and equipment

Property and equipment is recorded at the lower of cost or estimated net recoverable amount, and is depreciated using the straight-line method over the estimated useful life of the related asset as follows:

Office furniture and equipment	10 years
Computer equipment and software	5 years
~~Refinery land~~Land improvements	15 years
~~Refinery land~~Land easements	10 years	~~10 years~~

The ~~refinery~~ land easements owned by the Company have a legal life of 10 years.

Maintenance and repairs are charged to expense as incurred. Significant renewals and betterments will be capitalized. At the time of retirement or other disposition of equipment, the cost and accumulated depreciation will be removed from the accounts and the resulting gain or loss, if any, will be reflected in operations.

The Company will assess the recoverability of property and equipment by determining whether the depreciation and amortization of these assets over their remaining life can be recovered through projected undiscounted future cash flows. The amount of equipment impairment, if any, will be measured based on fair value and is charged to operations in the period in which such impairment is determined by management.

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Derivative liabilities

The Company has issued warrants and stock options, certain of which contain anti-dilution provisions ~~that have been~~were previously identified as derivatives. In addition, the Company has previously identified the conversion feature of convertible notes payable as derivatives. ~~As of October 31, 2020, the~~The number of warrants or common shares to be issued under these agreements is indeterminate; therefore, through April 30, 2021 the Company concluded that the equity environment iswas tainted and all ~~additional~~ warrants, stock options and convertible debt ~~are~~were included in the value of the derivatives. ~~We estimate~~During the ~~fair value of~~six months ended October 31, 2021 it was determined that the ~~derivatives using multinomial lattice models that value~~Company could increase their authorized common shares at any time, therefore the environment was no longer deemed to be tainted and all derivative liabilities ~~based on a probability weighted cash flow model using projections of~~were written off the various potential outcomes. These estimates are based on multiple inputs, including the market price of our stock, interest rates, our stock price volatility and management’s estimates of various potential equity financing transactions. These inputs are subject to significant changes from period to period and to management's judgment; therefore, the estimated fair value of the derivative liabilities will fluctuate from period to period, and the fluctuation may be material.

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books.

Fair value of financial instruments

Under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820, Fair Value Measurements and Disclosures, and ASC 825, Financial Instruments, the FASB establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. This Statement reaffirms that fair value is the relevant measurement attribute. The adoption of this standard did not have a material effect on the Company's consolidated financial statements as reflected herein. The carrying amounts of cash, prepaid expense and other current assets, accounts payable, accrued expenses and notes payable reported on the accompanying consolidated balance sheets are estimated by management to approximate fair value primarily due to the short-term nature of the instruments.

An entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value using a hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The hierarchy prioritized the inputs into three levels that may be used to measure fair value:

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in markets that are not active.

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

Our derivative liabilities are measured at fair value on a recurring basis and estimated as follows:

October 31, 2020

Total

Level 1

Level 2

Level 3

Derivative liabilities

$ 1,306,229

$ -

$ -

$ 1,306,229

October 31, 2021	Total		Level 1		Level 2		Level 3

Derivative liabilities	$	0	$	0	$	0	$	0

April 30, 2020

Total

Level 1

Level 2

Level 3

Derivative liabilities

$ 2,607,433

$ -

$ -

$ 2,607,433

April 30, 2021	Total		Level 1		Level 2		Level 3

Derivative liabilities	$	3,010,042	$	0	$	0	$	3,010,042

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Revenue Recognition

The Company has adopted ASC 606, Revenue from Contracts with Customers, as amended, using the modified retrospective method, which requires the cumulative effect of adoption to be recognized as an adjustment to opening retained earnings in the period of adoption. To date, the Company has no operating revenues; therefore, there was no cumulative effect of adopting the new standard and no impact on our consolidated financial statements. The new standard provides a single comprehensive model to be used in the accounting for revenue arising from contracts with customers and supersedes current revenue recognition guidance, including industry-specific guidance. The standard’s stated core principle is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve this core principle, ASC 606 includes provisions within a five-step model that includes identifying the contract with a customer, identifying the performance obligations in the contract, determining the transaction price, allocating the transaction price to the performance obligations, and recognizing revenue when, or as, an entity satisfies a performance obligation.

~~Refinery start-up~~Project costs

~~Costs~~All project costs incurred, ~~prior to opening the Company’s proposed crude oil refinery in Pecos County, Texas,~~ including acquisition of refinery rights, planning, design and permitting, ~~are~~have been recorded as ~~start-up~~project costs and expensed as incurred.

Basic and diluted income (loss) per share

Basic net income or loss per share is calculated by dividing net income or loss (available to common stockholders) by the weighted average number of common shares outstanding for the period. Diluted income or loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock, such as stock options, warrants, convertible debt and convertible preferred stock, were exercised or converted into common stock.

~~Basic weighted average number common shares outstanding are reconciled to diluted weighted average number~~For the six months ended October 31, 2021 and 2020 the dilutive effect of ~~common shares outstanding as follows:~~

Three Months Ended
October 31,

Six Months Ended
October 31,

2020

2019

2020

2019

Basic weighted average number of shares

13,913,213,564

1,727,348,034

13,633,021,019

919,329,234

Dilutive effect of options, warrants and convertible notes payable

-

-

11,366,978,981

-

Diluted weighted average number of shares

13,913,213,564

1,727,348,034

25,000,000,000

919,329,234

options, warrants, and convertible notes payable was 6,461,690 and 1,136,698, respectively.

Employee ~~Stock-based~~stock-based compensation

Pursuant to FASB ASC 718, all share-based payments to employees, including grants of employee stock options, are recognized in the consolidated statement of operations based on their fair values. For the ~~three months and~~ six months ended October 31, ~~2020~~2021 and ~~2019,~~2020, the Company had no stock-based compensation to employees.

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Issuance of shares for non-cash consideration

The Company accounts for the issuance of equity instruments to acquire goods and/or services based on the fair value of the goods and services or the fair value of the equity instrument at the time of issuance, whichever is more reliably determinable. The Company's accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions of the standards issued by the FASB. The measurement date for the fair value of the equity instruments issued is determined as the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendor's performance is complete. In the case of equity instruments issued to consultants, the fair value of the equity instrument is recognized over the term of the consulting agreement.

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Reclassifications

Certain amounts in the consolidated financial statements for the prior-year period have been reclassified to conform with the current-year period presentation.

Recently Issued Accounting Pronouncements

~~There were~~In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (ASU) No. ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. Under current GAAP, there are five accounting models for convertible debt instruments. ASU 2020-06 removes from U.S. GAAP the separation models for (1) convertible debt with a cash conversion feature and (2) convertible instruments with a beneficial conversion feature. As a result, after adopting the ASU’s guidance, entities will not separately present in equity an embedded conversion feature in such debt. Instead, they will account for a convertible debt instrument wholly as debt, and for convertible preferred stock wholly as preferred stock (i.e., as a single unit of account), unless (1) a convertible instrument contains features that require bifurcation as a derivative under ASC 815 or (2) a convertible debt instrument was issued at a substantial premium. Additionally, for convertible debt instruments with substantial premiums accounted for as paid-in capital, the FASB decided to add disclosures about (1) the fair value amount and the level of fair value hierarchy of the entire instrument for public business entities and (2) the premium amount recorded as paid-in capital. ASU 2020-06 will be effective for public business entities that meet the definition of a Securities and Exchange Commission (SEC) filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently evaluating the potential impact of the adoption of this accounting pronouncement to its consolidated financial statements.

Although there are several other new accounting pronouncements issued or proposed by the FASB, ~~during the six months ended October 31, 2020 and through the date of filing of this report that~~which the Company ~~believes~~has adopted or will adopt, as applicable, the Company does not believe any of these accounting pronouncements has had or will have a material impact on its consolidated financial ~~statements.~~position or results of operations.

NOTE 3 – GOING CONCERN

Our consolidated financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplate the realization of assets and liquidation of liabilities in the normal course of business. We have incurred continuous losses from operations, have an accumulated deficit of ~~$43,363,055~~$66,845,286 and a total stockholders’ deficit of ~~$5,554,917~~$1,750,358 at October 31, ~~2020,~~2021, and have reported negative cash flows from operations since inception. ~~In addition,~~While we dohave received debt and equity funding during the period and have cash on hand of $273,686 at October 31, 2021, we still have a working capital deficit of $2,460,967, therefore there is a question of whether or not ~~currently~~we have the cash resources to meet our operating commitments for the next twelve months and ~~we expect to~~ have, ~~ongoing requirements for~~or will obtain, sufficient capital ~~investment~~investments to implement our business ~~plan, including the construction of our proposed refinery project.~~plan. Finally, our ability to continue as a going concern must be considered in light of the problems, expenses and complications frequently encountered by entrance into established and emerging markets and the competitive environment in which we operate.

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Since inception, our operations have primarily been funded through private debt and equity financing, and we expect to continue to seek additional funding through private or public equity and debt financing. Most recently, we have funded our operations from the proceeds of convertible debt. However, we currently do not have sufficient authorized shares of common stock to secure additional convertible debt funding. The ongoing Covid-19 worldwide pandemic has negatively impacted capital markets adding to the difficulty of raising either debt or equity financing.

Our ability to continue as a going concern is dependent on our ability to generate sufficient cash from operations to meet our cash needs and/or to raise funds to finance ongoing operations and repay debt. However, there can be no assurance that we will be successful in our efforts to raise additional debt or equity capital and/or that our cash generated by our operations will be adequate to meet our needs. These factors, among others, raise substantial doubt that we will be able to continue as a going concern for a reasonable period of time.

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The consolidated financial statements do not include any adjustments that might result from the outcome of any uncertainty as to the Company's ability to continue as a going concern. The consolidated financial statements also do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

NOTE 4 – RELATED PARTY TRANSACTIONS

~~As of October 31, 2020, accounts~~Accounts Payable and Accrued Expenses – Related Parties

Accounts payable and accrued expenses to related parties, consisting primarily of consulting fees and expense reimbursements payable, totaled ~~$390,198 comprised~~$59,023 and $272,834 as of ~~$153,486 payable to Maple Resources Corporation (“Maple Resources”), $31,633 to a former officer, $201,307 to consultants who are significant shareholders or affiliates of our President~~October 31, 2021 and ~~CEO and $3,772 accrued interest payable on related party convertible notes payable.~~

~~As of~~ April 30, 2020, accounts payable and accrued expenses to related parties totaled $236,514 consisting of $101,012 payable to Maple Resources, $31,633 to a former officer, $103,179 to consultants who are significant shareholders or affiliates of our President and CEO and $690 accrued interest payable on related party convertible notes payable.2021, respectively.

Effective July 1, 2019, we entered into a consulting agreement with Maple Resources Corporation (“Maple Resources”), a related party controlled by our President and CEO, that provides for payment of consulting fees and expense reimbursement related to ~~the~~business development, ~~of the refinery project,~~ financing and other corporate activities. Effective January 1, 2020, the Maple Resources consulting agreement was amended to provide for monthly consulting fees of ~~$17,897.~~$17,897 and effective March 1, 2021 the Maple Resources consulting agreement was amended to provide for monthly consulting fees of $20,000. During the six months ended October 31, ~~2020~~2021 and ~~2019,~~2020, we incurred consulting fees and expense reimbursement to Maple Resources totaling $120,800 and $107,382, ~~and $187,289,~~ respectively. During the six months ended October 31, 2021 we made payments to Maple Resources of $125,899.

In addition, the consulting agreement provides for the issuance to Maple Resources of shares of our common stock each month with a value of $5,000, with the number of shares issued based on the average closing price of the stock during the prior month. ~~Because no authorized common shares are currently available, no shares have been issued~~In September 2021 we made a payment of $110,00 to pay for the consulting fees accrued through August 2021 under the consulting agreement, therefore $10,000 was still owed as of October 31, 2021.

Amounts included in accounts payable and accrued expenses – related parties due to Maple Resources totaled $30,000 ($10,000 payable in ~~payment~~stock) and $118,540 ($90,000 payable in stock) as of ~~consulting fees for the months of November 2019 through~~ October 31, ~~2020~~2021 and April 30, 2021, respectively, which was inclusive of accrued interest due under the ~~consulting agreement.~~convertible notes described below.

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Effective October 1, 2018, we entered into a consulting agreement with ~~a related party~~Leslie Doheny-Hanks, the wife of our President and CEO, to issue shares of our common stock each month with a value of $2,500, with the number of shares issued based on the average closing price of the stock during the prior month. The related party consultant provides certain administrative and accounting services and is reimbursed for expenses paid on behalf of the Company. ~~As of~~During the six months ended October 31, ~~2020, consulting fees of $30,000 were~~2021 we recorded $15,000 for the amount payable in stock under the consulting agreement and recorded expense reimbursements owed to Mrs. Hanks of $16,561. In September 2021 we made a payment of $55,000 to pay for the ~~related party had also advanced~~consulting fees accrued through August 2021 under the ~~Company $30,807,~~consulting agreement and made repayments of $28,602 for ~~a total of $60,807~~reimbursable expenses. Amounts included in accounts payable and accrued expenses – related ~~parties. As~~parties due to Mrs. Hanks totaled $11,017 ($5,000 payable in stock) and $63,058 ($45,000 payable in stock) as of October 31, 2021 and April 30, ~~2020, consulting fees of $15,000 were payable in stock, and the related party had also advanced~~2021, respectively.

Effective February 1, 2021 the Company ~~$18,179,~~entered into consulting agreements with three children of our President and CEO. The consulting agreements can be terminated 15 days after written notice of termination by either party subject to the agreement or December 31, 2021, whichever occurs first. During the six months ended October 31, 2021 we incurred $61,515 for ~~a total of $33,179~~fees and expense reimbursements to the children and paid $140,015. Amounts included in accounts payable and accrued expenses – related ~~parties. Because no authorized common shares are currently available, no shares have been issued~~parties due to the ~~related party in payment~~children totaled $12,000 and $90,500 as of October 31, 2021 and April 30, 2021, respectively.

Effective September 1, 2021, we entered into a consulting ~~fees~~agreement with BNL Family Trust, owned by Bruce Lemons, Director, to issue shares of our common stock each month with a value of $2,500, with the number of shares issued based on the average closing price of the stock during the prior month. During the six months ended October 31, 2021 we recorded $5,000 for the ~~months of November 2019 through October 31, 2020~~amount payable in stock under the consulting ~~agreement.~~

~~As a condition for entering into an October 9, 2018 convertible debenture (see Note 8),~~agreement and made no payments, therefore the lender required affiliates of Jack W. Hanks and Bruce Lemons, our directors (the “Affiliates”), to pledge their shares of Class B Common Stock (constituting 100% of the outstanding shares of Class B Common Stock) to the lender to secure the repayment of the debenture by the Company. The pledge agreement$5,000 was later amended to substitute 1,000 shares of Series A preferred stock (constituting 100% of the outstanding shares of Series A Preferred stock) for the Class B Common Stock. As consideration to the Affiliates for entering into the pledge agreement, the Company granted a ten-year option, effective as of December 11, 2018, to the Affiliates to purchase 2,000,000 shares of the Company’s common stock at $0.08 per share.

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~~As more fully discussed~~included in Note 9, Maple Resources, BNL Family Trust (a trust established for the benefit of Bruce Lemons, a director of the Company, and his family) and an individual who is a consultant and shareholder of the Company have provided funding to the Company or converted accounts payable and accrued expenses ~~in the form of convertible notes payable. As~~– related parties as of October 31, ~~2020, total principal~~2021.

Convertible Notes Payable – Related Parties

Convertible notes payable – related parties consist of ~~$139,766 and accrued interest payable~~the following:

	October 31, 2021		April 30, 2021
Convertible note payable with Maple Resources Corporation, matured December 27, 2020, with interest at 5%, convertible into common shares of the Company [1]	$	0	$	7,033
Convertible note payable with BNL Family Trust, matured December 27, 2020, with interest at 5%, convertible into common shares of the Company [2]		0		10,691
Convertible note payable with Maple Resources Corporation, matured February 12, 2021, with interest at 5%, convertible into common shares of the Company [3]		0		5,000
Convertible note payable with Maple Resources Corporation, matured March 2, 2021, with interest at 5%, convertible into common shares of the Company [4]		0		800
Convertible note payable with Maple Resources Corporation, matured May 12, 2021, with interest at 5%, convertible into common shares of the Company [5]		0		41,466
Convertible note payable with Maple Resources Corporation, matured July 31, 2021, with interest at 5%, convertible into common shares of the Company [6]		0		10,000

		0		74,990
Less discount		0		(235	)

Total	$	0	$	74,755

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	[1]	This convertible note was entered into on December 27, 2019 in exchange for cash of $5,500and financing fees of $5,500and was convertible into common shares of the Company at a conversion price equal to 110% of the lowest price at which the shares of common stock were issued by the Company during the twenty prior trading days, including the day upon which a notice of conversion is received by the Company. At inception the Company identified the conversion feature of the convertible note as a derivative and estimated the fair value of the derivative using a multinomial lattice model simulation and assuming the existence of a tainted equity environment (see Note 10). On the effective date of the convertible note, the related party lender simultaneously submitted a notice to convert the total note principal into 1,000,000 shares of the Company’s common stock. The conversions were not completed, and the shares were not issued, due to a lack of sufficient shares of common stock at the time the conversion was requested. During the year ended April 30, 2021 shares became available to affect a partial conversion, therefore 360,682 common shares were issued to extinguish $3,967 of the principal balance. During the six months ended October 31, 2021 the Company issued 639,318 shares of common stock to extinguish the full principal balance of $7,033 and paid $853 in cash to extinguish all of the accrued interest due under the note. The Company continued to accrue interest on the convertible note until the debt was paid in full, therefore they recorded interest expense of $135 during the six months ended October 31, 2021. As of October 31, 2021 and April 30, 2021 accrued interest on the convertible note was $0 and $718, respectively.

	[2]	This convertible note was entered into on December 27, 2019 in exchange for cash of $11,000 and was convertible into common shares of the Company at a conversion price equal to 110% of the lowest price at which the shares of common stock were issued by the Company during the twenty prior trading days, including the day upon which a notice of conversion is received by the Company. At inception the Company identified the conversion feature of the convertible note as a derivative and estimated the fair value of the derivative using a multinomial lattice model simulation and assuming the existence of a tainted equity environment (see Note 10). On the effective date of the convertible note, the related party lender simultaneously submitted a notice to convert the total note principal into 1,000,000 shares of the Company’s common stock. The conversions were not completed, and the shares were not issued, due to a lack of sufficient shares of common stock at the time the conversion was requested. During the year ended April 30, 2021 shares became available to affect a partial conversion, therefore 28,094common shares were issued to extinguish $309 of the principal balance. During the six months ended October 31, 2021 the Company issued 971,906 shares of common stock to extinguish the full principal balance of $10,691. The Company continued to accrue interest on the convertible note until the debt was paid in full, therefore they recorded interest expense of $269during the six months ended October 31, 2021. As of October 31, 2021 and April 30, 2021 accrued interest on the convertible note was $1,006 and $737, respectively.

	[3]	This convertible note was entered into on February 12, 2020 in exchange for cash of $5,000 and was convertible into common shares of the Company at a conversion price equal to 110% of the lowest price at which the shares of common stock were issued by the Company during the twenty prior trading days, including the day upon which a notice of conversion is received by the Company. At inception the Company identified the conversion feature of the convertible note as a derivative and estimated the fair value of the derivative using a multinomial lattice model simulation and assuming the existence of a tainted equity environment (see Note 10). On the effective date of the convertible note, the related party lender simultaneously submitted a notice to convert the total note principal into 454,545 shares of the Company’s common stock. The conversions were not completed, and the shares were not issued, due to a lack of sufficient shares of common stock at the time the conversion was requested. During the six months ended October 31, 2021 the Company issued 454,545 shares of common stock to extinguish the full principal balance of $5,000 and paid $399 in cash to extinguish all of the accrued interest due under the note. The Company continued to accrue interest on the convertible note until the debt was paid in full, therefore they recorded interest expense of $96 during the six months ended October 31, 2021. As of October 31, 2021 and April 30, 2021 accrued interest on the convertible note was $0 and $303, respectively.

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	[4]	This convertible note was entered into on March 2, 2020 in exchange for cash of $800 and was convertible into common shares of the Company at a conversion price equal to 110% of the lowest price at which the shares of common stock were issued by the Company during the twenty prior trading days, including the day upon which a notice of conversion is received by the Company. At inception the Company identified the conversion feature of the convertible note as a derivative and estimated the fair value of the derivative using a multinomial lattice model simulation and assuming the existence of a tainted equity environment (see Note 10). On the effective date of the convertible note, the related party lender simultaneously submitted a notice to convert the total note principal into 72,727 shares of the Company’s common stock. The conversions were not completed, and the shares were not issued, due to a lack of sufficient shares of common stock at the time the conversion was requested. During the six months ended October 31, 2021 the Company issued 72,727 shares of common stock to extinguish the full principal balance of $800 and paid $55 in cash to extinguish all of the accrued interest due under the note. The Company continued to accrue interest on the convertible note until the debt was paid in full, therefore they recorded interest expense of $15 during the six months ended October 31, 2021. As of October 31, 2021 and April 30, 2021 accrued interest on the convertible note was $0and $40, respectively.

	[5]	This convertible note was entered into on May 12, 2020 in exchange for accrued consulting fees worth $41,466 and was convertible into common shares of the Company at a conversion price equal to 110% of the lowest price at which the shares of common stock were issued by the Company during the twenty prior trading days, including the day upon which a notice of conversion is received by the Company. At inception the Company identified the conversion feature of the convertible note as a derivative and estimated the fair value of the derivative using a multinomial lattice model simulation and assuming the existence of a tainted equity environment (see Note 10). On the effective date of the convertible note, the related party lender simultaneously submitted a notice to convert the total note principal into 3,769,636 shares of the Company’s common stock. The conversions were not completed, and the shares were not issued, due to a lack of sufficient shares of common stock at the time the conversion was requested. During the six months ended October 31, 2021 the Company issued 3,769,636 shares of common stock to extinguish the full principal balance of $41,466 and paid $2,800 in cash to extinguish all of the accrued interest due under the note. The Company continued to accrue interest on the convertible note until the debt was paid in full, therefore they recorded interest expense of $795 during the six months ended October 31, 2021. As of October 31, 2021 and April 30, 2021 accrued interest on the convertible note was $0 and $2,005, respectively.

	[6]	This convertible note was entered into on July 31, 2020 in exchange for cash of $10,000 and was convertible into common shares of the Company at a conversion price equal to 110% of the lowest price at which the shares of common stock were issued by the Company during the twenty prior trading days, including the day upon which a notice of conversion is received by the Company. At inception the Company identified the conversion feature of the convertible note as a derivative and estimated the fair value of the derivative using a multinomial lattice model simulation and assuming the existence of a tainted equity environment (see Note 10). On the effective date of the convertible note, the related party lender simultaneously submitted a notice to convert the total note principal into 909,091 shares of the Company’s common stock. The conversions were not completed, and the shares were not issued, due to a lack of sufficient shares of common stock at the time the conversion was requested. During the six months ended October 31, 2021 the Company issued 909,091 shares of common stock to extinguish the full principal balance of $10,000 and paid $566 in cash to extinguish all of the accrued interest due under the note. The Company continued to accrue interest on the convertible note until the debt was paid in full, therefore they recorded interest expense of $192 during the six months ended October 31, 2021. As of October 31, 2021 and April 30, 2021 accrued interest on the convertible note was $0 and $374, respectively.

Other Contractual Agreements

Maple Resources granted BNL Family Trust (“BNL”), a related party to Mr. Lemons, an option to purchase 1,000,000 shares of ~~$3,772 were outstanding, and as~~common stock from Maple Resources at a price of ~~April 30, 2020, total principal~~$0.20 per share. The option expires in March 2022. Beneficial ownership of ~~$43,500 and accrued interest payable~~Messrs. Hanks and. Lemons give effect to the exercise of ~~$690 were outstanding.~~such option.

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NOTE 5 – PROPERTY AND EQUIPMENT

Property and equipment consisted of the ~~following:~~following at:

October 31,
2020

April 30,
2020

Office furniture and equipment

$ 13,864

$ 13,864

Computer equipment and software

10,962

10,962

Refinery land

67,088

67,088

Refinery land improvements

452,005

452,005

Refinery land easements

37,015

37,015

580,934

580,934

Less accumulated depreciation and amortization

(91,328 )

(73,890 )

$ 489,606

$ 507,044

	October 31, 2021			April 30, 2021

Office furniture and equipment	$	13,864		$	13,864
Computer equipment and software		10,962			10,962
Refinery land		312,485			67,088
Refinery land improvements		462,112			452,005
Refinery land easements		37,015			37,015
		836,438			580,934
Less accumulated depreciation and amortization		(126,729	)		(108,765	)

	$	709,709		$	472,169

On ~~July 28, 2017, the Company acquired 126~~May 20, 2021, we entered into a Purchase and Sale Agreement to acquire 323.841 acres of land ~~located~~in, or near, ~~Fort Stockton,~~Pecos County, Texas, ~~for $67,088. This 126-acre parcel is the tract~~which closed on ~~which the Company intends to build a crude oil refinery (Note 6). Subsequently through April 30, 2020, the Company incurred~~July 27, 2021. We paid a total of ~~$478,480 additional costs to acquire certain easements related to~~$245,397 for the ~~land parcel and make other improvements.~~acquisition.

Depreciation and amortization expense totaled ~~$8,720~~$17,964 and ~~$8,638 for the three months ended October 31, 2020 and 2019, respectively, and totaled~~ $17,438 ~~and $17,225~~ for the six months ended October 31, 2021 and 2020, respectively.

NOTE 6 – ~~REFINERY PROJECT~~

On March 4, 2017, we entered into an agreement with Maple Resources, a related party, to acquire all of Maple’s right, title and interest (the “Rights”) in plans to build a crude oil refinery in Pecos County, Texas (the “Refinery Transaction”). On July 28, 2017, we acquired a 126-acre parcel of the land, which is the site for our project, at a purchase price of $550 per acre, or $67,088.

The focus of our current business plan is to build crude oil distillation units and refining facilities in the Permian Basin in West Texas (hereinafter referred to as the “Projects”, or the “Distillation Unit” or the “CDU” or the “Refinery”). We intend to implement our current business plan now in several phases, First, through our subsidiary, Pecos Refining, we intend to build and commence operation of one 10,000 bpd crude oil Distillation Unit, now permitted by the TCEQ, that will produce a non-transportation grade diesel primarily for sale in the local market for drilling mud and frac fluids, along with naphtha and residual fuel oil to be sold to other refiners. In additional phases as separate projects we are contemplating building a second and possibly a third CDU with capacity of 10,000 bpd each. We contemplate that these projects will be built on land owned or land being negotiated for purchase by the Company. As of this date, we also are in negotiations to acquire an existing refinery in the Louisiana Gulf Coast-Mississippi River area with a capacity of 46,000 bpd (the “Louisiana Gulf Project”). Our ability to implement this business plan will depend upon the availability of debt and equity financing, as to which there can be no assurance.

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~~NOTE 7~~ – ACCRUED EXPENSES

Accrued expenses consisted of the following at:

October 31,
2020

April 30,
2020

Accrued payroll

$ 30,090

$ 30,090

Accrued consulting

22,000

24,000

Accrued interest and penalties

925,832

402,126

Other

62,541

63,231

$ 1,040,463

$ 519,447

	October 31, 2021		April 30, 2021

Accrued payroll	$	30,090	$	30,090
Accrued consulting		9,000		60,000
Accrued interest and penalties		683,597		623,085
Other		94,174		94,174

	$	816,861	$	807,349

NOTE 87 – NOTES PAYABLE

Note Payable, Currently in Default

Note payable, currently in default, consists of the following at:

October 31,
2020

April 30,
2020

Note payable to an unrelated party, matured March 18, 2014, with interest at 10%

$ 75,001

$ 75,001

$ 75,001

$ 75,001

	October 31, 2021		April 30, 2021

Note payable to an unrelated party, matured March 18, 2014, with interest at 10%	$	75,001	$	75,001

	$	75,001	$	75,001

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Notes Payable

~~Accrued interest~~Notes payable ~~on note payable, currently in default, totaled $55,259 and $51,509 at October 31, 2020 and April 30, 2020, respectively.~~consist of the following at:

	October 31, 2021		April 30, 2021
Note payable to an unrelated party with an issue date of February 22, 2021 with interest at 10% [1]
$250,000 draw on March 5, 2021	$	250,000	$	250,000
$200,000 draw on March 26, 2021		200,000		200,000
Note payable to an unrelated party with an issue date of March 8, 2021 with interest at 10% [2]		75,000		75,000
Note payable to an unrelated party with an issue date of March 11, 2021 with interest at 10% [3]		250,000		250,000

Total	$	775,000	$	775,000


16 [1]	Effective February 22, 2021 the Company entered into a promissory note with GS Capital Partners, LLC, with a principal amount of $1,000,000, which is subject to drawdown requests by the Company. The maturity date of the note is the earlier of (i) December 31, 2021 or (ii) the consummation by the Company of an equity or equity-based financing providing net proceeds to the Company sufficient to retire the outstanding indebtedness under the note. The note has an interest rate of ten percent per annum from the date +of each drawdown. During the six months ended October 31, 2021 the Company received $200,0900 from a draw on June 21, 2021, however, repaid the amount in full on July 20, 2021.

~~Table~~	[2]	Effective March 8, 2021 the Company entered into a promissory note with JSJ Investments, Inc with a principal amount of ~~Contents~~$75,000. The maturity date of the note is March 8, 2022 and the note has an interest rate of 10% per annum from the date of funding.

	[3]	Effective March 11, 2021 the Company entered into a promissory note with Vista Capital Investments, Inc with a principal amount of $250,000. The maturity date of the note is March 11, 2022 and the note has an interest rate of 10% per annum from the date of funding.

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Convertible ~~Notes~~Note Payable, Currently in Default

Convertible notes payable, currently in default, consist of the ~~following:~~following at:

October 31,
2020

April 30,
2020

Note payable to an unrelated party, matured January 27, 2012, with interest at 25%, convertible into common shares of the Company at $3.70 per share

$ 25,000

$ 25,000

Note payable to an unrelated party, matured December 31, 2010, with interest at 10%, convertible into common shares of the Company at $1.00 per share

50,000

50,000

Note payable to an accredited investor, matured January 11, 2020, with interest at 10%, convertible into common shares of the Company at a defined variable exercise price

59,400

59,400

Note payable to an accredited investor, matured January 17, 2020, with interest at 18%, convertible into common shares of the Company at a defined variable exercise price

42,429

53,028

Note payable to an accredited investor, matured January 24, 2020, with interest at 24%, convertible into common shares of the Company at a defined variable exercise price

42,365

42,365

Note payable to an accredited investor, matured January 31, 2020, with interest at 24%, convertible into common shares of the Company at a defined variable exercise price

91,331

91,331

Note payable to an accredited investor, matured February 27, 2020, with interest at 24%, convertible into common shares of the Company at a defined variable exercise price

2,009

2,009

Note payable to an accredited investor, matured June 25, 2020, with interest at 22%, convertible into common shares of the Company at a defined variable exercise price

49,500

-

Note payable to an accredited investor, matured September 4, 2020, with interest at 22%, convertible into common shares of the Company at a defined variable exercise price

56,500

-

Note payable to an accredited investor, matured May 7, 2020, with interest at 24%, convertible into common shares of the Company at a defined variable exercise price

110,000

-

Note payable to an accredited investor, maturing two years from each advance, with an original issue discount equal to 10% and a one-time interest charge of 12% added to principal, convertible into common shares of the Company at a defined variable exercise price. See discussion under Long-Term Convertible Notes Payable below:

Advance dated September 13, 2018, matured September 13, 2020

1,380

-

Advance dated October 16, 2018, matured October 16, 2020

123,200

-

Note payable to an accredited investor, matured June 19, 2020, with interest at 24%, convertible into common shares of the Company at a defined variable exercise price

275,000

-

928,114

323,133

Less discount

-

-

Total

$ 928,114

$ 323,133

	October 31, 2021		April 30, 2021
Note payable to an unrelated party, matured December 31, 2010, with interest at 10%, convertible into common shares of the Company [1]	$	50,000	$	50,000
Note payable to an unrelated party, matured January 27, 2012, with interest at 25%, convertible into common shares of the Company [2]		25,000		25,000
Note payable to an accredited investor, maturing January 31, 2020, with interest at 10%, convertible into common shares of the Company at a defined variable exercise price [3]		0		91,331
Note payable to an individual, maturing December 27, 2020, with interest at 5%, convertible into common shares of the Company at a defined variable exercise price [4]		0		10,000
Note payable to an individual, maturing December 27, 2020, with interest at 5%, convertible into common shares of the Company at a defined variable exercise price [5]		0		9,719
Note payable to an individual, maturing January 22, 2021, with interest at 5%, convertible into common shares of the Company at a defined variable exercise price [6]		0		6,500
Note payable to an individual, maturing May 14, 2021, with interest at 5%, convertible into common shares of the Company at a defined variable exercise price [7]		0		34,000
Note payable to an individual, maturing September 9, 2021, with interest at 5%, convertible into common shares of the Company at a defined variable exercise price [8]		0		9,225

		75,000		235,775
Less discount		0		0

Total	$	75,000	$	235,775


17 [1]	On March 8, 2010, the Company closed a note purchase agreement with an accredited investor pursuant to which the Company sold a $50,000convertible note in a private placement transaction. In the transaction, the Company received proceeds of $35,000and the investor also paid $15,000 of consulting expense on behalf of the Company. The convertible note was due and payable on December 31, 2010 with an interest rate of 10% per annum. The note is convertible at the option of the holder into our common stock at a fixed conversion price of $3.70, subject to adjustment for stock splits and combinations.

~~Table~~	[2]	On January 28, 2011 and February 1, 2011, the Company closed a Convertible Note Agreement totaling $514,900 in principal amount of ~~Contents~~

25% Convertible Note (the "Notes") due on the first anniversary of the date of the Note, to a group of institutional and high net worth investors. The Notes are convertible into the Company's common stock at the holders' option at $1.00per common share. All but $25,000 of the promissory notes plus interest were paid in full on March 23, 2011.

Effective January 11, 2019, the Company issued and delivered to One44 Capital LLC (“One44”) a 10% convertible note in the principal amount of $120,000. The Company received net proceeds of $114,000 after payment of $6,000 of the fees and expenses of the lender and its counsel. One44, at any time at its option, may convert the unpaid principal balance of, and accrued interest on, the note into shares of common stock at a 40% discount from the lowest trading price during the 20 days prior to and including the day the notice of conversion is received by the Company, with a floor of $0.03 per share. The note matured on January 11, 2020 and was in default as of October 31, 2020. The Company may redeem the note at redemption prices ranging from 130% to 140% during the first 180 days after issuance. The Company may not redeem the note after 180 days from the issuance date. The note had a principal balance of $59,400 as of October 31, 2020 and April 30, 2019.

Effective January 17, 2019, the Company issued and delivered to JSJ Investments, Inc. (“JSJ”) a 12% convertible note in the principal amount of $125,000. The Company received net proceeds of $122,000 after payment of $3,000 of the fees and expenses of the lender and its counsel. JSJ, at any time at its option, may convert the unpaid principal balance of, and accrued interest on, the note into shares of common stock at $0.03 per share or, upon the occurrence of certain defined defaults, at a 42% discount to the lowest trading price during the 20 days prior to the date the notice of conversion is received by the Company. The note matured on January 17, 2020, with the interest rate increasing to 18%, and was in default as of October 31, 2020. The Company may redeem the note at redemption prices ranging from 135% to 150% during the first 180 days after issuance. In August and October 2020, the Company issued a total of 200,000,000 shares of its common stock to JSJ in conversion of $10,599 principal. The note had a principal balance of $42,429 as of October 31, 2020 and $53,028 as of April 30, 2020.

Effective April 24, 2019, the Company issued and delivered to EMA Financial, LLC (“EMA”) a 10% convertible note in the principal amount of $55,000. The note was issued at a discount and the Company received net proceeds of $50,000 after payment of $3,750 of the fees and expenses of the lender and its counsel. EMA, at any time at its option, may convert the unpaid principal balance of, and accrued interest on, the note into shares of common stock at a 40% discount from the lowest trading price during the 20 days prior to the day the notice of conversion is received by the Company. The note matured on January 24, 2020, with the interest rate increasing to 24%, and was in default as of October 31, 2020. During the first 180 days the Note is in effect, the Company may redeem the note at redemption prices ranging from 120% to $140%. The Company may not redeem the note after 180 days from the issuance date. In November 2019, a penalty of $25,000 was added to the principal of the note. The note had a principal balance of $42,365 as of October 31, 2020 and April 30, 2020.

Effective January 31, 2019, the Company issued and delivered to Auctus Fund, LLC (“Auctus”) a 10% convertible note in the principal amount of $125,000. The Company received net proceeds $112,250 after payment of $12,750 of the fees and expenses of the lender and its counsel. Auctus, on or following the 180^th calendar day after the issuance date of the note, may convert the unpaid principal balance of, and accrued interest on, the note into shares of common stock a 40% discount to the lowest trading price during the 20 days prior to the date the notice of conversion is received by the Company. The note matured on January 31, 2020, with the interest rate increasing to 24%, and was in default as of October 31, 2020. The Company may redeem the note at redemption prices ranging from 120% to 135% during the first 180 days after issuance. The Company may not redeem the note after 180 days from the issuance date. The note had a principal balance of $91,331 as of October 31, 2020 and April 30, 2020.


18

~~Table~~	[3]	Effective January 31, 2019, the Company issued and delivered to Auctus Fund, LLC (“Auctus”) a 10% convertible note in the principal amount of ~~Contents~~125,000. The Company received net proceeds of $112,250after payment of $12,750of the fees and expenses of the lender and its counsel. Auctus, on or following the 180th calendar day after the issuance date of the note, may convert the unpaid principal balance of, and accrued interest on, the note into shares of common stock a 40% discount to the lowest trading price during the 20 days prior to the date the notice of conversion is received by the Company. The note matured on January 31, 2020 and was in default as of April 30, 2020. The Company could redeem the note at redemption prices ranging from 120% to 135% during the first 180 days after issuance. The Company could not redeem the note after 180 days from the issuance date. The note had a principal balance of $125,000as of April 30, 2019. During year ended April 30, 2020, Auctus converted principal of $33,669into common shares of the Company, resulting in a principal balance of $91,331as of April 30, 2020. During the year ended April 30, 2021 there was no activity on the note so the balance remained unchanged. During the six months ended October 31, 2021 this note was paid in full.

Effective February 27, 2019, the Company issued and delivered to Coventry Enterprises, LLC (“Coventry”) a 10% convertible note in the principal amount of $55,000. The Company received net proceeds of $52,500 after payment of $2,500 of the fees and expenses of the lender and its counsel. Coventry, at any time at its option, may convert the unpaid principal balance of, and accrued interest on, the note into shares of common stock at a 40% discount from the lowest trading price during the 20 days prior to and including the day the notice of conversion is received by the Company. The note matured on February 27, 2020, with the interest rate increasing to 24%, and was in default as of October 31, 2020. During the first 150 days the Note is in effect, the Company may redeem the note at a redemption price of 135%. The note had a principal balance of $2,009 as of October 31, 2020 and April 30, 2020.

Effective March 25, 2019, the Company issued and delivered to Geneva a 9% convertible note in the principal amount of $56,500. The note was issued at a discount, resulting in the Company’s receipt of $50,000 after payment of $3,000 of the fees and expenses of the lender and its counsel and an original issue discount of $3,500. Geneva, at its option, may convert the unpaid principal balance of, and accrued interest on, the note into shares of common stock beginning 180 days following the date of the note at a 29% discount from the lowest trading price during the 20 days prior to conversion. The note matured on June 25, 2020, with the interest rate increasing to 22%, and was in default as of October 31, 2020. The Company may redeem the note at redemption prices ranging from 105% to 130% during the first 180 days after issuance. In October 2020, the Company issued 100,000,000 shares of its common stock in conversion of $7,000 principal. The note had a principal balance of $49,500 as of October 31, 2020 and $56,500 as of April 30, 2020.

Effective June 4, 2019, the Company issued and delivered to Geneva a 9% convertible note in the principal amount of $56,500. The note was issued at a discount and the Company received $50,000 after an original issue discount of $3,500 and payment of $3,000 of fees and expenses of the lender and its counsel. Geneva, at its option, may convert the unpaid principal balance of, and accrued interest on, the note into shares of common stock at a 29% discount from the lowest trading price during the 20 days prior to conversion. The note matured on September 4, 2020, with the interest rate increasing to 22%, and was in default as of October 31, 2020. The Company may redeem the note at redemption prices ranging from 105% to 130% during the first 180 days after issuance. The Company may not redeem the note after the first 180 days after issuance. The note had a principal balance of $56,500 as of October 31, 2020 and April 30, 2020.

Effective May 7, 2019, the Company issued and delivered to Odyssey Capital Funding LLC (“Odyssey”) a 10% convertible note in the principal amount of $100,000. The Company received $95,000 after payment of $5,000 of fees and expenses of the lender and its counsel. Odyssey, at its option, may convert the unpaid principal balance of, and accrued interest on, the note into shares of common stock at a 40% discount from the lowest trading price during the 20 days prior to and including the conversion date (with a floor of $0.03 per share for the six months following the date of the note). The note matured on May 7, 2020, with the interest rate increasing to 24%, and was in default as of October 31, 2020. The Company may redeem the note at redemption prices ranging from 130% to 140% during the first 120 days after issuance. The Company may not redeem the note after the first 120 days after issuance. A penalty of $10,000 has been added to the principal of the note. The note had a principal balance of $110,000 and $100,000 as of October 31, 2020 and April 30, 2020, respectively.

1920

Table of Contents

	[4]	Effective December 27, 2019 the Company issued and delivered to a consultant a 5% convertible note in the principal amount of $10,000 in payment of accrued fees of $10,000 that was convertible into common shares of the Company at a conversion price equal to 110% of the lowest price at which the shares of common stock were issued by the Company during the twenty prior trading days, including the day upon which a notice of conversion is received by the Company. On the effective date of the convertible note, the lender simultaneously submitted a notice to convert the total note principal into shares of the Company’s common stock. The conversions were not completed, and the shares were not issued, due to a lack of sufficient shares of common stock at the time the conversion was requested. During the six months ended October 31, 2021 the Company issued 909,091 shares of common stock to extinguish the full principal balance of $10,000 and paid $863 in cash to extinguish all of the accrued interest due under the note.

~~Table~~	[5]	Effective December 27, 2019 the Company issued and delivered to a consultant a 5% convertible note in the principal amount of ~~Contents~~

$10,000 in payment of accrued fees of $10,000 that was convertible into common shares of the Company at a conversion price equal to 110% of the lowest price at which the shares of common stock were issued by the Company during the twenty prior trading days, including the day upon which a notice of conversion is received by the Company. On the effective date of the convertible note, the lender simultaneously submitted a notice to convert the total note principal into shares of the Company’s common stock. The conversions were not completed, and the shares were not issued, due to a lack of sufficient shares of common stock at the time the conversion was requested. During the year ended April 30, 2021 shares became available to affect a partial conversion, therefore common shares were issued to extinguish $281 of the principal balance. During the six months ended October 31, 2021 the Company issued 883,551 shares of common stock to extinguish the full principal balance of $9,719 and paid $856 in cash to extinguish all of the accrued interest due under the note.

Effective June 19, 2019, the Company issued and delivered to Odyssey a 10% convertible note in the principal amount of $250,000. Of the note proceeds, $144,296 was paid to One44 to redeem its February 27, 2019 convertible note and the Company received $80,704 after payment of $25,000 of legal and brokerage fees. Odyssey, at its option, may convert the unpaid principal balance of, and accrued interest on, the note into shares of common stock at a 40% discount from the lowest trading price during the 20 days prior to and including the date of conversion (with a floor of $0.03 per share for the six months following the date of the note). The note matured on June 19, 2020, with the interest rate increasing to 24%, and was in default as of October 31, 2020. The Company may redeem the note at redemption prices ranging from 130% to 140% during the first 120 days after issuance. The Company may not redeem the note after the first 120 days after issuance. A penalty of $25,000 has been added to the principal of the note. The note had a principal balance of $275,000 and $250,000 as of October 31, 2020 and April 30, 2020, respectively.

Effective September 13, 2018, the Company issued and delivered to Vista Capital Investments, LLC (“Vista”) a convertible note in the original maximum principal amount of $550,000 (consisting of an initial advance of $100,000 on such date and possible future advances). An original issue discount equal to 10% of each advance was added to principal. The maturity date of advances under the convertible note is two years from the date of each advance. Terms of the convertible note include certain penalties for additional principal and changes in conversion prices when the trading price of the Company’s common stock decreases to defined levels.

An original issue discount of $10,000 and a one-time 12% interest charge of $13,200 was added to the $100,000 advance at inception, resulting in total initial principal of $123,200. The note matured September 13, 2020 and was in default as of October 31, 2020. As of October 31, 2020 and April 30, 2020, the note had a principal balance of $1,380.

On October 16, 2018, the Company received proceeds of $200,000 from a second advance under the Vista long-term convertible note. An original issue discount of $20,000 and a one-time 12% interest charge of $26,400 was added to the note principal, resulting in total principal of $246,400. Effective May 14, 2019, Vista assigned $123,200 of this note, resulting in a principal balance of $123,200. The note matured on October 16, 2020 and was in default as of October 31, 2020. As of October 31, 2020 and April 30, 2020, the note had a principal balance of $123,200.

Effective February 7, 2019, the Company issued and delivered to Geneva Roth Remark Holdings, Inc. (“Geneva”) a 12% convertible note in the principal amount of $56,500. The note was issued at a discount, resulting in the Company’s receipt of $50,000 after payment of $3,000 of the fees and expenses of the lender and its counsel and an original issue discount of $3,500. Geneva, at its option, may convert the unpaid principal balance of, and accrued interest on, the note into shares of common stock beginning 180 days following the date of the note at a 29% discount from the lowest trading price during the 20 days prior to conversion. The note matured on May 7, 2020, with the interest rate increasing to 22%, and was in default as of October 31, 2020. The Company may redeem the note at redemption prices ranging from 105% to 130% during the first 180 days after issuance. In August 2020, the Company issued a total of 558,285,713 shares of its common stock to Geneva in full conversion of $35,900 principal and $3,180 accrued interest payable. The note had a principal balance of $0 as of October 31, 2020 and $35,900 as of April 30, 2020.


20

~~Table~~	[6]	Effective January 22, 2020 the Company issued and delivered to a consultant a 5% convertible note in the principal amount of ~~Contents~~$6,500 in exchange for cash. The note was convertible into common shares of the Company at a conversion price equal to 110% of the lowest price at which the shares of common stock were issued by the Company during the twenty prior trading days, including the day upon which a notice of conversion is received by the Company. On the effective date of the convertible note, the lender simultaneously submitted a notice to convert the total note principal into shares of the Company’s common stock. The conversions were not completed, and the shares were not issued, due to a lack of sufficient shares of common stock at the time the conversion was requested. During the six months ended October 31, 2021 the Company issued 590,909 shares of common stock to extinguish the full principal balance of $6,500and paid $538 in cash to extinguish all of the accrued interest due under the note.

	[7]	Effective May 14, 2020 the Company issued and delivered to a consultant a 5% convertible note in the principal amount of $34,000 in payment of accrued fees of $34,000that was convertible into common shares of the Company at a conversion price equal to 110% of the lowest price at which the shares of common stock were issued by the Company during the twenty prior trading days, including the day upon which a notice of conversion is received by the Company. On the effective date of the convertible note, the lender simultaneously submitted a notice to convert the total note principal into shares of the Company’s common stock. The conversions were not completed, and the shares were not issued, due to a lack of sufficient shares of common stock at the time the conversion was requested. During the six months ended October 31, 2021 the Company issued 3,090,909 shares of common stock to extinguish the full principal balance of $34,000and paid $2,287 in cash to extinguish all of the accrued interest due under the note.

	[8]	Effective September 9, 2020 the Company issued and delivered to a consultant a 5% convertible note in the principal amount of $10,000 in exchange for cash. The note was convertible into common shares of the Company at a conversion price equal to 110% of the lowest price at which the shares of common stock were issued by the Company during the twenty prior trading days, including the day upon which a notice of conversion is received by the Company. On the effective date of the convertible note, the lender simultaneously submitted a notice to convert the total note principal into shares of the Company’s common stock. The conversions were not completed, and the shares were not issued, due to a lack of sufficient shares of common stock at the time the conversion was requested. During the year ended April 30, 2021 shares became available to affect a partial conversion, therefore common shares were issued to extinguish $775 of the principal balance. During the six months ended October 31, 2021 the Company issued 838,591 shares of common stock to extinguish the full principal balance of $9,225 and paid $505 in cash to extinguish all of the accrued interest due under the note.

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~~Current~~ Convertible Notes Payable

Current convertible notes payable consisted of the following at:

October 31, 2020

April 30, 2020

Note payable to an accredited investor, maturing December 20, 2020, with interest at 18%, convertible into common shares of the Company at a defined variable exercise price.

$ 24,700

$ 24,700

Note payable to an accredited investor, maturing December 20, 2020, with interest at 18%, convertible into common shares of the Company at a defined variable exercise price.

70,000

70,000

Original issue discount convertible debenture to an accredited investor, maturing December 20, 2020, with interest at 18%, convertible into common shares of the Company at a defined variable exercise price.

600,000

600,000

Note payable to an accredited investor issued for extension fees, maturing December 20, 2020 with interest at 18%, convertible into common shares of the Company at a defined variable exercise price.

200,000

200,000

Note payable to an accredited investor issued for extension fees, maturing December 20, 2020 with interest at 18%, convertible into common shares of the Company at a defined variable exercise price.

90,000

90,000

Note payable to an accredited investor, matured May 7, 2020, with interest at 12%, convertible into common shares of the Company at a defined variable exercise price (in default as of October 31, 2020)

-

35,900

Note payable to an accredited investor, maturing December 20, 2020, with interest at 18%, convertible into common shares of the Company at a defined variable exercise price

110,000

110,000

Note payable to an accredited investor, matured May 7, 2020, with interest at 10%, convertible into common shares of the Company at a defined variable exercise price (in default as of October 31, 2020)

-

100,000

Note payable to an accredited investor, matured June 19, 2020, with interest at 10%, convertible into common shares of the Company at a defined variable exercise price (in default as of October 31, 2020)

-

250,000

Note payable to an accredited investor, matured June 25, 2020, with interest at 9%, convertible into common shares of the Company at a defined variable exercise price (in default as of October 31, 2020)

-

56,500

Note payable to an accredited investor, matured September 4, 2020, with interest at 9%, convertible into common shares of the Company at a defined variable exercise price (in default as of October 31, 2020)

-

56,500

Note payable to an individual, maturing December 27, 2020, with interest at 5%, convertible into common shares of the Company at a defined variable exercise price

10,000

10,000

Note payable to an accredited investor, maturing two years from each advance, with an original issue discount equal to 10% and a one-time interest charge of 12% added to principal, convertible into common shares of the Company at a defined variable exercise price – See discussion under Long-Term Convertible Notes Payable below:

Advance dated September 13, 2018, matured September 13, 2020 (in default as of October 31, 2020)

-

1,380

Advance dated October 16, 2018, matured October 16, 2020 (in default as of October 31, 2020)

-

123,200

Total

1,104,700

1,728,180

Less discount

(10,701 )

(140,941 )

Net

$ 1,093,999

$ 1,587,239

	October 31, 2021		April 30, 2021
Note payable to an accredited investor issued for extension fees, maturing November 20, 2020 with interest at 18%, convertible into common shares of the Company at a defined variable exercise price [1]	$	200,000	$	200,000
Note payable to an accredited investor issued for extension fees, maturing November 20, 2020 with interest at 18%, convertible into common shares of the Company at a defined variable exercise price [2]		90,000		90,000
Note payable to an accredited investor, maturing December 31, 2020 with interest at 18%, convertible into common shares of the Company at a defined variable exercise price [3]		0		80,000
Note payable to an accredited investor issued for extension fees, maturing August 31, 2020 with interest at 18%, convertible into common shares of the Company at a defined variable exercise price [4]		80,000		80,000
Note payable to an accredited investor issued for extension fees, maturing March 26, 2022 with interest at 10%, convertible into common shares of the Company at a defined variable exercise price [5]		0		82,000
Total		370,000		532,000
Less discount		0		(133,944	)

Net	$	370,000	$	398,056


21 [1]	Effective March 31, 2020, the Company issued and delivered to GS an 18% convertible note in the principal amount of $200,000. The note was issued to GS in consideration for GS extending the maturity date of other convertible notes payable to GS to November 30, 2020. The extension fee is payable in cash at the earlier of (1) in connection with, and at the time of repayment of the Notes, or (2) on November 20, 2020. GS, at its option, may convert the unpaid principal balance of, and accrued interest on, the note into shares of common stock at a 40% discount from the lowest trading price during the 20 days prior to conversion (with a floor of $3.00 per share during the first six months after issuance.)

~~Table~~	[2]	Effective February 4, 2020, the Company issued and delivered to GS an 18% convertible note in the principal amount of ~~Contents~~$90,000. The note was issued to GS in consideration for GS extending the maturity date of other convertible notes payable to GS to February 4, 2020. The extension fee is payable in cash at the earlier of (1) in connection with, and at the time of repayment of the Notes, or (2) on November 20, 2020. GS, at its option, may convert the unpaid principal balance of, and accrued interest on, the note into shares of common stock at a 40% discount from the lowest trading price during the 20 days prior to conversion (with a floor of $3.00 per share during the first six months after issuance.)

Table of Contents

	[3]	Effective December 15, 2020, the Company entered into a fourth amendment to certain convertible notes with GS ($110,000 note dated September 13, 2018, $70,000 note dated September 18, 2018, $600,000 note dated October 5, 2018, and $110,000 note dated February 20, 2019) to extend the notes due dates from December 20, 2020 to December 31, 2020. In conjunction with the extension, the Company entered into an 18% convertible note in the principal amount of $80,000. The note was issued at a discount and the Company received net proceeds of $75,000after an original issue discount of $5,000. GS, at its option, may convert the unpaid principal balance of, and accrued interest on, the note into shares of common stock at a 40% discount from the lowest trading price during the 20 days prior to conversion (with a floor of $3.00 per share during the first six months after issuance). In June of 2021 the Company issued 11,814 common shares to convert $40,000 worth of principal and $2,027 worth of accrued interest under the terms of the agreement. In September of 2021 the Company entered into a settlement agreement with GS where 108,878 common shares were issued to convert the remaining $40,000 worth of principal and $2,462 worth of accrued interest under the terms of the agreement and $4,584 worth of accrued interest was forgiven and recorded as a gain on extinguishment of liabilities.

	[4]	Effective December 31, 2020, the Company entered into a fifth amendment to certain convertible notes with GS ($110,000 note dated September 13, 2018, $70,000 note dated September 18, 2018, $600,000note dated October 5, 2018, and $110,000 note dated February 20, 2019) to extend the notes due dates from December 31, 2020 to August 31, 2021. In exchange for the extension, the aggregate principal amounts of the notes increased by $80,000. GS, at its option, may convert the unpaid principal balance of, and accrued interest on, the note into shares of common stock at a 40% discount from the lowest trading price during the 20 days prior to conversion (with a floor of $3.00 per share during the first six months after issuance).

	[5]	Effective March 26, 2021, the Company issued and delivered to GS a 10% convertible note in the principal amount of $82,000. The note was issued at a discount and the Company received net proceeds of $78,500 after payment of $3,500 of fees and expenses of the lender and its counsel. During the first 180 days, GS, at its option, could convert the unpaid principal balance of, and accrued interest on, the note into shares of common stock at a price of $0.015 per share and thereafter at 34% discount from the lowest trading price during the 15 days prior to conversion. The Company could redeem the note at redemption prices ranging from 110% to 118% during the first 180 days after issuance. During the six months ended July 31, 2021, the Company repaid this note in full.

~~Effective September 13, 2018,~~In addition to the Company issued and delivered to GS Capital Partners, LLC (“GS”) a 10% convertible note in the principal amount of $110,000. The note was issued at a discount, resulting in the Company’s receipt of $100,000 after an original issue discount of $4,500 and payment of $5,500 of the fees and expenses of the lender and its counsel. GS, at its option, may convert the unpaid principal balance of, and accrued interest on, the note into shares of common stock (i) during the first 180 days, at a price of $3.00 per share of common stock and (ii) thereafter at a 40% discount from the lowest trading price during the 20 days prior to conversion. The maturity date of the note has been extended to December 20, 2020 and the interest rate increased to 18%. The Company may redeem the note at redemption prices ranging from 115% to 135% during the first 180 days after issuance. The note had a principal balance of $24,700Convertible Notes outstanding as of ~~October~~July 31, ~~2020~~2021 and April 30, ~~2020.~~

~~Effective September 18, 2018,~~2021, as noted above, effective June 22, 2021, the Company issued and delivered to GS a 10% convertible note in the principal amount of $70,000. The note was issued at a discount and the Company received no net proceeds. GS paid $56,589 on behalf of the Company to a prior lender in settlement of a dispute and $9,101 was paid for fees and expenses of GS and its counsel. GS, at its option, may convert the unpaid principal balance of, and accrued interest on, the note into shares of common stock at a 40% discount from the lowest trading price during the 20 days prior to conversion (with a floor of $3.00 per share during the first six months after issuance.) The maturity date of the note has been extended to December 20, 2020 and the interest rate raised to 18%. The Company may redeem the note at redemption prices ranging from 130% to 145% during the first 180 days after issuance. The note had a principal balance of $70,000 as of October 31, 2020 and April 30, 2020.

Effective October 9, 2018, the Company issued and delivered to GS a 10% convertible debenture in the principal amount of $600,000. The debenture was issued with an original issue discount of $50,000, resulting in the Company’s receipt of $550,000 of net proceeds. The debenture was issued pursuant to a securities purchase agreement, which allows for the issuance of additional debentures to one or more holders on substantially identical terms. GS, at its option on and after the six-month anniversary of the date of issuance, may convert the unpaid principal balance of, and accrued interest on, the debentures into shares of common stock thereafter at a 40% discount from the average of the three lowest trading prices during the 25 days prior to conversion. The maturity date of the debenture has been extended to December 20, 2020 and the interest rate raised to 18%. The Company may redeem the debenture at redemption prices ranging from 112% to 137% during the first 180 days after issuance. The debenture had a principal balance of $600,000 as of October 31, 2020 and April 30, 2020. Affiliates of Jack W. Hanks and Bruce Lemons, our directors, pledged their shares of Series A preferred stock (constituting 100% of the outstanding shares of Series A preferred stock) to GS to secure the repayment of the debenture by the Company.

~~Table of Contents~~

Effective March 31, 2020, the Company issued and delivered to GS an 18% convertible note in the principal amount of $200,000. The note was issued to GS in consideration for GS extending the maturity date of other convertible notes payable to GS to November 30, 2020. The extension fee is payable in cash at the earlier of (1) in connection with, and at the time of repayment of the Notes, or (2) on December 20, 2020. GS, at its option, may convert the unpaid principal balance and accrued interest into shares of common stock at the same terms as the September GS convertible notes payable. The note had a principal balance of $200,000 as of October 31, 2020 and April 30, 2020.

Effective February 4, 2020, the Company issued and delivered to GS an 18% convertible note in the principal amount of $90,000. The note was issued to GS in consideration for GS extending the maturity date of other convertible notes payable to GS to February 4, 2020. The extension fee is payable in cash at the earlier of (1) in connection with, and at the time of repayment of the Notes, or (2) on December 20, 2020. GS, at its option, may convert the unpaid principal balance and accrued interest into shares of common stock at the same terms as the September GS convertible notes payable. The note had a principal balance of $90,000 as of October 31, 2020 and April 30, 2020.

~~Effective February 20, 2019, the Company issued and delivered to GS an 18% convertible note in the principal amount of $110,000.~~$82,000. The note was issued at a discount and the Company received net proceeds of ~~$100,000~~$78,500 after ~~an original issue discount of $4,500 and~~ payment of ~~$5,500~~$3,500 of ~~the~~ fees and expenses of the lender and its counsel. During the first 180 days, GS, at its option, ~~may~~could convert the unpaid principal balance of, and accrued interest on, the note into shares of common stock at a price of ~~$0.08~~$0.015 per share and thereafter at ~~40%~~34% discount from the average of the two lowest trading ~~price~~prices during the 2015 prior trading days ~~prior to~~including the day of conversion. The ~~maturity date of the note has been extended to December 20, 2020 and the interest rate increased to 18%. The~~ Company ~~may~~could redeem the note at redemption prices ranging from ~~115%~~110% to ~~135%~~118% during the first 180 days after issuance. ~~The note had a principal balance of $110,000 as of~~During the six months ended October 31, ~~2020 and April 30, 2020.~~

~~Effective December 27, 2020,~~2021, the Company ~~issued and delivered to a consultant a 5% convertible~~repaid this note in the principal amount of $10,000 in payment of accrued fees of $10,000. Subject to available common shares to issue, the note is convertible into common shares of the Company at a conversion price equal to 110% of the lowest price at which shares of our common stock have been issued by the Company during the twenty prior trading days, including the day upon which a notice of conversion is received by the Company. On December 27, 2019, the consultant simultaneously submitted a notice to convert the note into 9,090,909,091 shares of the Company’s common stock. The conversion was not completed, and the shares have not been issued pending an increase in the number of authorized shares of common stock. The note had a principal balance of $10,000 as of October 31, 2020 and April 30, 2020.

On March 31, 2020, the Company entered into an amendment to the convertible debt notes with GS to extend the maturity dates to November 20, 2020. As consideration for the extension, the parties agreed to a Joint Motion for Agreed Judgement to include the $1,094,750 principal amount of the notes and accrued interest and penalties of $487,166, which amount is included in accrued expenses as of October 31, 2020. In the event the notes are not paid in full, the Joint Motion may be filed by GS Capital and judgment entered against the Company. The holders of the Company’s Series A Preferred Stock have pledged their shares to GS Capital to secure the outstanding indebtedness of the Company to GS. If the indebtedness is not paid on or before its scheduled maturity date of November 20, 2020, GS Capital would be entitled to foreclose on such shares and would have 51% of the voting power of the Company’s equity securities. On December 15, 2020, the maturity date of the convertible debt notes with GS was extended to December 31, 2020.

The Company has identified the conversion feature of its convertible notes payable as a derivative and estimated the fair value of the derivative using a multinomial lattice model simulation and assuming the existence of a tainted equity environment (see Note 11).

~~Accrued interest payable on convertible notes payable totaled $521,722 and $351,307 as of October 31, 2020 and April 30, 2020, respectively.~~

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full.

NOTE 98 – ~~NOTES PAYABLE – RELATED PARTY~~

~~Convertible notes payable – related party consisted of the following: as of October 31, 2020 and 2019:~~

Balance

Related Party

Maturity Date

Consideration

October 31,
2020

April 30,
2020

Maple Resources Corporation

December 27, 2020

Cash of $5,500 and Financing Fees of $5,500

$ 11,000

$ 11,000

BNL Family Trust

December 27, 2020

Cash

11,000

11,000

Shareholder and consultant

December 27, 2020

Accrued Consulting Fees

10,000

10,000

Shareholder and consultant

January 22, 2021

Cash

6,500

6,500

Maple Resources Corporation

February 12, 2021

Cash

5,000

5,000

Maple Resources Corporation

March 2, 2021

Cash

800

-

Maple Resources Corporation

May 12, 2021

Accrued Consulting Fees

41,466

-

Shareholder and consultant

May 14, 2021

Accrued Consulting Fees

34,000

-

Maple Resources Corporation

July 31, 2021

Cash

10,000

-

Shareholder and consultant

September 9, 2021

Cash

10,000

-

Total

139,766

43,500

Less discount

(4,615 )

(2,232 )

Net

$ 135,151

$ 41,268

~~The convertible notes payable – related party accrue interest at an annual rate of 5%. Accrued interest payable totaled $3,772 and $690 at October 31, 2020 and April 30, 2020, respectively.~~

Subject to available common shares available to issue, the convertible notes payable – related party are convertible into common shares of the Company at a conversion price equal to 110% of the lowest price at which shares of our common stock have been issued by the Company during the twenty prior trading days, including the day upon which a notice of conversion is received by the Company.

The Company has identified the conversion feature of its convertible notes payable – related party as a derivative and estimated the fair value of the derivative using a multinomial lattice model simulation and assuming the existence of a tainted equity environment (see Note 11).

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On the effective date of certain of the convertible notes payable detailed above, the related party lenders simultaneously submitted notices to convert the total note principal of loans into shares of the Company’s common stock. The conversions were not completed, and the shares have not been issued pending an increase in the number of authorized shares of common stock.

~~NOTE 10 – OTHER NOTES~~PPP LOANS PAYABLE

With an effective date of ~~April 20, 2020,~~January 25, 2021, a loan to the Company was approved under the terms and conditions of the Paycheck Protection Program of the United States Small Business Administration (“SBA”) and the CARES Act (2020) (H.R. 748) (15 U.S.C. 636 et seq.) ( (“the ~~“Act”~~ Act”) in the amount of ~~$167,900~~$150,000 and was funded on ~~April 21,~~January 26, 2020. ~~The~~During the six months ended October 31, 2021, Company was notified that its loan ~~may be~~was forgiven pursuant to the provisions of the ~~Act. PPP loan payable had~~Act, therefore $150,000 was recorded as a ~~balance~~gain on extinguishment of ~~$167,900 as of Octo ber 31, 2020 and April 30, 2020.~~liabilities.

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NOTE 9 – SBA BRIDGE LOAN PAYABLE

On July 14, 2020, the Company received ~~$10,000 pursuant~~$10,000pursuant to the SBA’s Express Bridge Loan Pilot Program. This program allows small businesses who have a business relationship with an SBA Express Lender to access up to $25,000 quickly. The funds were advanced to the Company since it ~~has~~had applied for an Economic Injury Disaster Loan (“EIDL”). The loan had a balance of ~~$10,000 as~~$10,000as of October 31, ~~2020 and is to be repaid in full by proceeds from the EIDL.~~2021.

NOTE 1110 – DERIVATIVE LIABILITIES

~~The~~In a series of subscription agreements, the Company ~~has~~ issued warrants ~~and stock options,~~in prior years that contain certain ~~of which contain~~ anti-dilution provisions that have previously been identified as derivatives. In addition, the Company ~~has~~previously identified the conversion feature of certain convertible notes payable and convertible preferred stock as derivatives. ~~As of October 31, 2020, the~~The number of warrants or common shares to be issued under these agreements is indeterminate; therefore, through April 30, 2021 the Company concluded that the equity environment iswas tainted and all ~~additional~~ warrants, stock options and convertible debt ~~are~~were included in the value of the derivatives. ~~We estimate~~During the three months ended July 31, 2021, it was determined that the Company could increase their authorized common shares at any time, based on an agreement of the majority of voters to do so when needed, therefore the environment was no longer deemed to be tainted and all derivative liabilities were written off the books.

The Company estimated the fair value of the ~~derivatives~~derivative liabilities at the issuance date and at each subsequent reporting date, using a multinomial lattice ~~models that value the derivative liabilities~~model simulation. The model is based on a probability weighted discounted cash flow model using projections of the various potential outcomes. These estimates are based on multiple inputs, including the market price of our stock, interest rates, our stock price volatility and management’s estimates of various potential equity financing transactions. These inputs are subject to significant changes from period to period and to management's judgment; therefore, the estimated fair value of the derivative liabilities will fluctuate from period to period, and the fluctuation may be material.

During the six months ended October 31, ~~2020,~~2021, we had the following activity in our derivative liabilities:

Options and

Convertible

Warrants

Notes

Total

Balance, April 30, 2020

$ 15

$ 2,607,418

$ 2,607,433

New issuances of options, warrants and debt

-

7,101

7,101

Decrease due to conversions

-

(18,612 )

(18,612 )
Change in fair value of derivative liabilities

(15 )

(1,289,678 )

(1,289,693 )

Balance, October 31, 2020

$ -

$ 1,306,229

$ 1,306,229

~~Table of Contents~~

~~Key inputs and assumptions used in valuing the Company’s derivative liabilities as of October 31, 2020 are as follows:~~

	·	~~Stock prices on all measurement dates were based on the fair market value~~
	·	~~Risk-free interest rate of 0.07% - 2.35%~~
	·	~~The probability of future financing was estimated at 100%~~
	·	~~Computed volatility ranging from 215.8% to 2,110.7%~~

These inputs are subject to significant changes from period to period and to management's judgment; therefore, the estimated fair value of the derivative liabilities will fluctuate from period to period, and the fluctuation may be material.

	Options and			Convertible
	Warrants			Notes			Total

Balance, April 30, 2021	$	235,902		$	2,774,140		$	3,010,042
Change in fair value of derivative liabilities		(235,902	)		(2,774,140	)		(3,010,042	)

Balance, October 31, 2021	$	0		$	0		$	0

NOTE 1211 – STOCKHOLDERS’ DEFICIT

Authorized Shares

As of ~~October 31, 2020,~~April 30, 2021, the Company had authorized ~~25,010,000,000~~11,000,000 shares of capital stock, consisting of ~~25,000,000,000~~10,000,000 shares of common stock and ~~10,000,000~~1,000,000 shares of preferred stock.

~~Effective July 30, 2019,~~However, on August 16, 2021, the Company ~~filed a Certificate~~approved an amendment to its Articles of ~~Designation designating Series A preferred~~Incorporation to increase the number of its authorized shares of common stock ~~consisting of 1,000 shares and having the rights and preferences set forth in the Certificate of Designation of the Series A preferred stock, as detailed below.~~from 10,000,000 to 200,000,000. Shareholders owning in excess of 50.1% of the outstanding shares of voting common stock of the Company executed a written consent approving ~~an amendment to Article IV~~the amendment. As of ~~the Amended and Restated Articles of Incorporation of~~October 31, 2021, the Company ~~for this proposal.~~ had authorized 201,000,000 shares of capital stock, consisting of 200,000,000 shares of common stock and 1,000,000 shares of preferred stock.

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Common Stock Issuances

During the six months ended October 31, 2021, the Company issued a total of 14,568,721shares of its common stock: 170,000 shares (plus 3,580,000 prefunded warrants and 2,575,500 warrants, see Warrants below) for cash of $3,000,000; 6,433,743 shares valued at $154,437 in conversion of convertible notes principal of $149,444, accrued interest payable of $4,490 and payment of fees of $504; 6,817,224 shares valued at $74,989 in conversion of related party convertible notes principal; 17,754 shares issued pursuant to the rounding of fractional shares in connection with our reverse stock split; and 1,130,000 shares issued for the exercise of prefunded warrants. In conjunction with the stock and warrants issued for cash, the Company also issued 337,500 warrants to the placement agent (see Warrants below) and recognized $349,150 in out-of-pocket offering costs.

During the six months ended October 31, 2020, the Company issued a total of ~~858,285,713~~85,828 shares of its common stock in conversion of convertible notes principal of $53,500 and accrued interest payable of $3,180. Settlement of derivative liabilities in the debt conversions totaled $18,612.

During the six months ended October 31, 2019, the Company issued a total of 3,082,126,796 shares of its common stock: 30,000 shares for services valued at $84; 1,116,961 shares valued at $11,508 in payment of accrued expenses of $13,500 resulting in a gain on extinguishment of debt of $1,992 and 3,080,979,835 shares valued at $616,217 in conversion of convertible notes principal of $586,549, accrued interest payable of $24,918 and payment of fees of $4,750. Settlement of derivative liabilities in debt conversions and repayments totaled $599,328.

Series A Preferred Stock

The Series A preferred stock has no redemption, conversion or dividend rights; however, the holders of the Series A preferred stock, voting separately as a class, has the right to vote on all shareholder matters equal to 51% of the total vote.

~~Effective August 1, 2019,~~During the six months ended October 31, 2021 and 2020 the Company ~~issued 1,000~~did not issue any shares of ~~Series A~~its preferred stock to Maple Resources, a related party, for services rendered, which shares were outstanding as of October 31, 2020 and April 30, 2020. The shares were valued at $23,900 by an independent valuation firm.

~~Table of Contents~~

stock.

Warrants

The Company has issued warrants in prior years to investors in a series of subscription agreements in equity financings or for other stock-based compensation. Certain of the warrants contain anti-dilution provisions that the Company has previously identified as derivatives. ~~We estimate~~The Company estimates the fair value of the derivatives using multinomial lattice models that value the warrants based on a probability weighted cash flow model using projections of the various potential outcomes and considering the previous existence of a tainted equity environment (see Note ~~11)~~10).

A summary of warrant activity during the six months ended October 31, ~~2020~~2021 is presented below:

	Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)		Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)

Outstanding, April 30, 2020		446,037,755	$	1.00		1.91
Outstanding, April 30, 2021								107,991		$	1.00		0.91
Granted		28,669,321	$	1.00				6,980,263		$	0.41
Canceled / Expired		-						-		$	-
Exercised		-						(1,130,000	)	$	0.00

Outstanding, October 31, 2020		474,699,076	$	1.00		1.41
Outstanding, October 31, 2021								5,958,254		$	0.50		2.34

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~~The warrant shares granted during~~During the six months ended October 31, ~~2020 are comprised of warrant shares~~2021 the Company granted 487,263 warrants issued to warrant holders pursuant to anti-dilution ~~provisions.~~

~~Stock Options~~

~~As a condition for entering into~~provisions and 6,493,000warrants issued in conjunction with the ~~October 9, 2018 GS convertible debenture~~sale of common stock (see Note 8), GS required affiliates of Jack W. Hanks and Bruce Lemons, our directors (the “Affiliates”), to pledge their shares of Class B Common Stock (constituting 100% of the then outstanding shares of Class B Common Stock) to GS to secure the repayment of the debenture by the Company. As consideration to the Affiliates for entering into the GS pledge agreement, the Company granted a ten-year option, effective as of December 11, 2018, to the Affiliates to purchase 2,000,000 common shares of the Company at $0.08 per share.

~~A summary of the stock option activity during the six months ended October 31, 2020 is presented below:~~

Shares

Weighted Average
Exercise Price

Weighted Average
Remaining Contractual Life (Years)

Outstanding, April 30, 2020

2,000,000

$ 0.08

8.62

Granted

-

Canceled / Expired

-

Exercised

-

Outstanding, October 31, 2020

2,000,000

$ 0.08

8.37

The option described above was subsequently amended to substitute 1,000 outstanding shares of the Company’s Series A Preferred Stock for 1,000,000 shares of the Company’s common stock. See Note 14.

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Common Stock ~~Reserved~~Issuances

~~Combined~~ above). As the fair value of the warrants granted would have had a net zero impact to equity (increasing additional paid in capital and recording offering costs for the same amount), the Company did not break out or complete a separate valuation of the warrant granted in association with the ~~14,211,114,185 common shares outstanding as of October 31, 2020, all authorized common shares~~capital raise. Of the 6,493,000 warrants granted,3,580,000are prefunded, therefore have ~~been issued or reserved for issuance of outstanding warrants, stock options, and convertible notes payable~~a zero exercise price and no ~~common shares are available for share issuances~~expiration. The remaining warrants have a 5 year life and 2,575,500 of the warrants have a $0.80 exercise price while the other ~~than those shares included in the reserves.~~337,500 have a $1.00 exercise price.

NOTE 1312 – COMMITMENTS AND CONTINGENCIES

Legal

~~On March 31, 2020,~~In the ~~Company entered into an amendment~~ordinary course of business, we may be, or have been, involved in legal proceedings from time to time. During the convertible debt notes with GS Capital Partners, LLC (“GS Capital”) to extend the maturity dates to November 20, 2020. As consideration for the extension, the parties agreed to a Joint Motion for Agreed Judgement to include the $1,094,750 principal amount of the notes and accrued interest and penalties of $487,166, which amount is included in accrued expenses as ofsix months ended October 31, ~~2020. In the event the notes are~~2021 we were not ~~paid~~involved in full, the Joint Motion may be filed by GS Capital and judgment entered against the Company. The holders of the Company’s Series A Preferred Stock have pledged their shares to GS Capital to secure the outstanding indebtedness of the Company to GS. If the indebtedness is not paid on or before its scheduled maturity date of December 31, 2020, GS Capital would be entitled to foreclose on such shares and would have 51% of the voting power of the Company’s equity securities.

On July 14, 2020, a consultant for rail services to the Company filed a complaint against the Company and its CEO Jack W Hanks, an individual, for payment of $100,000 of consulting fees. The Court Action is filed as CRU Trading Co, Plaintiff, v. MMEX Resources Corp and Jack W. Hanks in the District Court of Harris, County Texas Cause No. 2020-41853/Court;165. The Company, based on consultation withany material legal ~~counsel, believes the complaint is without merit. The Company and Mr. Hanks are represented by counsel and have filed a verified denial.~~ proceedings.

NOTE 1413 – SUBSEQUENT EVENTS

In accordance with ASC 855-10, all subsequent events ~~have been~~that are required to be reported through the filing date ~~as set forth~~of these consolidated financial statements are reported below.

Common Shares Issued

Subsequent to October 31, ~~2020,~~2021, the Company issued ~~a total of 748,872,973 common shares to two lenders in the conversion of debt principal of $50,939, accrued interest payable of $3,547 and conversion fees of $668.~~

~~Effective November 30, 2020, the option agreement discussed in Note 12 was amended to substitute the 1,000 outstanding~~25,000 shares of ~~the Company’s Series A Preferred Stock for 1,000,000 shares of the Company’s common stock.~~

On December 15, 2020, the Company and GS Capital entered into a Fourth Amendment to Promissory Notes pursuant to which the maturity date of all convertible notes payable and accrued interest and penalties payable to GS Capital was extended to December 31, 2020. GS also agreed to loan the Company $80,000, with net proceeds to the Company of $75,000 after an original issue discount of $5,000. The Company agreed to pay out of loan proceeds outstanding fees to the State of Nevada to file a previous amendment to increase the number of authorized common shares, and to increase the number of shares of the Company’s common stock ~~reserved~~ for ~~conversion~~the exercise of ~~GS Capital convertible notes payable.~~prefunded warrants.

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ITEM 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis constitute forward-looking statements for purposes of the Securities Act and the Exchange Act and as such involves known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. The words "expect", "estimate", "anticipate", "predict", "believes", "plan", "seek", "objective" and similar expressions are intended to identify forward-looking statements or elsewhere in this report. Important factors that could cause our actual results, performance or achievement to differ materially from our expectations are discussed in detail in Item 1 above. All written or oral forward-looking statements attributable to us are expressly qualified in their entirety by such factors. We undertake no obligation to publicly release the result of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Notwithstanding the foregoing, we are not entitled to rely on the safe harbor for forward looking statements under 27A of the Securities Act or 21E of the Exchange Act as long as our stock is classified as a penny stock within the meaning of Rule 3a51-1 of the Exchange Act. A penny stock is generally defined to be any equity security that has a market price (as defined in Rule 3a51-1) of less than $5.00 per share, subject to certain exceptions.

The following discussion should be read in conjunction with the Condensed Consolidated Financial Statements, including the notes thereto.

Overview

Business Plan

MMEX Resources Corporation was formed as a Nevada corporation in 2005. The current management team lead an acquisition of the Company (then named Management Energy, Inc.) through a reverse merger completed ~~on September 23,~~in 2010 and thereafter changed the Company’s name to MMEX Mining ~~Corporation on February 11, 2011. As of April 12,~~Corporation. In 2016, the Company changed its name ~~from MMEX Mining Corporation~~ to MMEX Resources Corporation to reflect the change in its business plan to an energy focus in the Americas.

~~We are~~The Company is a ~~development stage~~development-stage company ~~engaged in the exploration, extraction, refining and distribution of oil, gas, petroleum products and electric power. We plan to focus~~focusing on the acquisition, development and financing of oil, gas, refining and ~~electric power~~infrastructure projects in ~~the Americas using the expertise of our principals~~Texas and South America, recently announcing it intends to ~~identify, finance~~develop solar energy to power multiple planned projects producing hydrogen and ~~acquire these projects.~~ultra-low sulfur fuels combined with carbon dioxide (CO2) capture in Texas.

~~The~~Current Business Operations and Strategy

Since 2016, the focus of our ~~current~~ business ~~plan is~~has been to build crude oil distillation units and refining facilities (CDUs) in the Permian Basin in West ~~Texas (hereinafter referred to as the “Projects”, or the “Distillation Unit” or the “CDU” or the “Refinery”).~~Texas. We ~~intend to implement~~revised our ~~current~~ business plan ~~now~~ in ~~several phases, First, through~~2021 to move MMEX to clean energy use and production, leveraging our ~~subsidiary, Pecos Refining, we intend~~history, management and business relationships from the traditional energy sector. The focus of our business plan is to build and commence operation of one 10,000 bpd crude oil Distillation Unit, now permitted by the TCEQ, that will produce a non-transportation grade diesel primarily for sale in the local market for drilling mud and frac fluids, along with naphtha and residual fuel oil to be sold to other refiners. In additional phases as separate projects we are contemplating building a second and possibly a third CDU with capacity of 10,000 bpd each. We contemplate that these projects will be built on land owned or land being negotiated for purchase by the Company. As of this date, we also are in negotiations to acquire an existing refinery in the Louisiana Gulf Coast-Mississippi River area with a capacity of 46,000 bpd (the “Louisiana Gulf Project”).

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Initially, Pecos Refining, the owner of the 1st Distillation Unit, and the other entities we may form to own and operate the 2nd and 3rd Distillation Units, and the Hydrotreater will be wholly owned subsidiaries of the Company. However, the construction of the Distillation Units and Hydrotreater will require substantial equity and debt financing, far beyond the expected resources of the Company, and we anticipate that these Subsidiaries will obtain equity and debt financing to finance the cost of construction. We anticipate these Subsidiaries will be able to finance approximately 65 to 70% of the total costs of the Distillation Units through debt financing, and the remaining 35 to 30% of the total costs would be financed through equity investments. To the extent these Subsidiaries raise money through the issuance of equity securities, our ownership will be diluted. We intend to retain managerial control of the Subsidiaries; however, our economic ownership of such entities may be a minority interest. As such, we will be entitled to only a portion of any future distributions made by these Subsidiaries.

~~Current Business Operations and Strategy~~

~~The Company’s business plan has not changed, and it continues to evolve into additional potential components:~~

	·	~~The addition of a 2nd~~Modify our planned CDU ~~at our present site~~projects in Pecos County ~~Texas site~~(West Texas) to produce potentially hydrogen and ~~potentially a 3rd CDU at another location.~~ultra-low sulfur fuel products combined with CO2 capture.
	·	~~Adding a Crude by Rail transportation and export component.~~
	·	~~Adding a Hydrotreater as separate component~~Develop additional megawatts of solar power for distribution to ~~produce transportation grade diesel.~~our projects in West Texas.


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	·	~~Development of a Terminal and Storage facility on the Texas Gulf Coast.~~
	·	~~Organization~~Table of ~~a Trading Company for exporting physical petroleum products to Latin American markets.~~Contents
	·	~~Associated gas and gas liquids treating.~~
	·	~~Development of a Solar Project to power the Projects by solar energy.~~
	·	~~Acquisition of an existing refinery in the Louisiana Gulf Coast-Mississippi River area.~~

Our immediate plans are to pursue the following three projects powered by solar energy:

Project 1: A clean fuels 10,000 barrel per day facility at our Pecos County site to produce 87° gasoline, ultra-low sulphur diesel and low-sulphur fuel oil, utilizing the Ultra Fuels Plus with carbon capture concept.

Project 2: We have teamed with Black Tree Group to develop a “blue hydrogen” facility in Pecos County to produce hydrogen with carbon capture and storage employing steam methane reformer technology with the abundant natural gas supplies in the immediate area as the feedstock.

Project 3: A parallel “green hydrogen” plant in Pecos County, which plans to utilize the proprietary electrolizer technology of a major international technology partner.

We ~~plan on marketing~~are in various stages of negotiations with major company off-takes that range from specialty air and ~~distributing refined products in the Western areas~~gas companies to international trading companies. The proposed distribution network of ~~the United States~~liquid and ~~Mexico, and we may export product to Latin America. The Projects~~gaseous hydrogen from our planned projects will be located on the Texas Pacifico Railroad rail route 20 miles Northeast of Fort Stockton, Texas, approximately 1.5 miles from the Sulphur Junction on the Texas Pacifico Railroad (“TXPF”) . Effective August 14, TXPF awarded a $14M contract to start rail improvement work immediately as part of a phased, multi-year capex program to further enhance the railroad. At the same time, the parent company of TXPF, Grupo México Transportes, through Ferromex, has also embarked on a project of similar sizeby truck and scope (~$15M) on the Mexican side of the border going towards Chihuahua, Mexico. These joint projects are projected to be completed by the end of the first quarter of 2021, which will allow rail traffic over the bridge at Presidio, Texas /Ojinaga, Mexico and this corridor in April.

~~Once these rail improvements are completed, the TXPF will connect to the Ferromex RR in Ojinago, Mexico, giving us access to the western Mexico markets.~~

The Company has hired VFuels Oil & Gas Engineering and Saulsbury Industries (the “EPCs”) with respect to the construction of the 1st CDU. The total indicated cost estimate including continencies and owner costs plus or minus 10% is $ 112 Million for the 1st CDU. Once we close on the financing and issue the notice to proceed, the completion and start-up date guaranteed by the EPCs is 15 months. We expect the 2nd CDU to be less in cost than the 1st CDU and the Hydrotreater capex to be in the range of $25,000,000. The total indicated cost of the 1st CDU, the 2nd CDU and the Hydrotreater is in the range of $250 million.

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Constructing the Projects will require a significant number of governmental permits and approvals. The principal permit for the construction is the Air Permit issued by TCEQ, which has been received for the 1st CDU.

~~Through October 31, 2020, we have had no revenues and have reported continuing losses from operations.~~rail.

Results of Operations

Revenues

We have not yet begun to generate revenues.

~~Selling,~~ General and Administrative Expenses

Our ~~selling,~~ general and administrative expenses ~~decreased~~increased to $274,493 for the three months ended October 31, 2021 from $179,350 for the three months ended October 31, 2020 ~~from $299,312~~and increased to $717,000 for the ~~three~~six months ended October 31, ~~2019 and decreased to~~2021 from $362,675 for the six months ended October 31, ~~2020~~2020. The increase resulted from ~~$545,419~~higher professional fee costs, which included increased costs for legal, public relations, and consulting services.

Project Costs

Our project costs increased to $1,006,666 for the ~~six~~three months ended October 31, ~~2019. The decreases resulted~~2021 from ~~lower salaries, travel and other expenses associated with securing debt financing and administrative activities of our refinery project due to limitations on funding during the current fiscal year.~~

~~Refinery Start-Up Costs~~

~~Our refinery start-up costs decreased to $51, 985~~$51,985 for the three months ended October 31, 2020 ~~from $87,539~~and increased to $1,009,726 for the ~~three~~six months ended October 31, ~~2019 and decreased to~~2021 from $89,685 for the six months ended October 31, ~~2020 from $138,939 for~~2020. We expense the direct costs incurred on our projects, including acquisition of rights, planning, design and permitting. During the six months ended October 31, ~~2019. We expense the direct costs incurred prior to opening~~2021 we entered into, and paid for, planning and design contracts for our ~~proposed crude oil refinery in Pecos County, Texas, including acquisition of refinery rights, planning, design and permitting. The decreases resulted in reduced levels due to financing constraints.~~project development. The levels of spending on ~~the development of~~ our ~~refinery~~projects will vary from period to period based on availability of ~~financing.~~financing and will be expensed as project costs are incurred.

Depreciation and Amortization Expense

Our depreciation and amortization expense results from the depreciation of ~~refinery~~ land improvements and amortization of ~~refinery~~ land easements and totaled to ~~$8,720~~$9,246 and ~~$8,638~~$8,720 for the three months ended October 31, 2021 and 2020, respectively. The depreciation and ~~2019, respectively,~~amortization was $17,964 and $17,438 ~~and $17,225~~ for the six months ended October 31, ~~2020~~2021 and ~~2019,~~2020, respectively.

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Other Income (Expense)

Our interest expense includes interest accrued on debt, amortization of debt discount and penalties assessed on debt. Interest expense totaled ~~$171,054~~$57,645 and ~~$534,232~~$171,054 for the three months ended October 31, ~~2020~~2021 and ~~2019,~~2020, respectively, and ~~$725,143~~totaled $262,255 and ~~$1,222,204~~$725,143 for the six months ended October 31, ~~2020~~2021 and ~~2019,~~202, respectively. The ~~decreases~~decrease in interest expense is due ~~no material~~to a lower levels of new non-related party convertible debt in the current ~~fiscal year,~~period, resulting in less amortization of debt discount to interest expense, ~~partially offset by an increase~~less loan penalties incurred in ~~loan penalties.~~

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the period, and reduced debt balances as a result of debt being paid off or converted into shares common stock.

We reported gains on derivative liabilities of $0 and $102,341 for the three months ended October 31, 2021 and 2020, respectively and $3,010,042 and $1,289,693 for the ~~three months and~~ six months ended October 31, 2021 and 2020, respectively. We reported a loss on derivative liabilities of $416,171 and $161,044 for the three months and six months ended October 31, 2019, respectively. We have issued warrants that contain certain anti-dilution provisions that we have identified as derivatives. We alsohad previously identified the variable conversion feature of certain convertible notes payable as derivatives. We ~~estimate~~estimated the fair value of the derivatives using multinomial lattice models that value the warrants based on a probability weighted cash flow model using projections of the various potential outcomes. These estimates are based on multiple inputs, including the market price of our stock, interest rates, our stock price volatility and management’s estimates of various potential equity financing transactions. These inputs ~~are~~were subject to significant changes from period to period and to management’s judgment; therefore, the estimated fair value of the derivative liabilities ~~will~~would fluctuate from period to period, and the fluctuation ~~may be~~has been material. During the six months ended October 31, 2021 all derivative liabilities were written off the books, resulting in a larger gain in the current period than in the prior period.

We reported a net gain on extinguishment of liabilities of ~~$1,992~~$196,166 and $136,310 for the three and six months ended October 31, ~~2019 related to~~2021, respectively, which could be explained by the ~~issuance of~~fact that our common shares in payment of accrued expenses. Where shares of our common stock are issued in extinguishment of liabilities, we record the value of the shares issued at the current market price, which at times may differloan from the ~~book value of the debt, resulting in a gain or loss on extinguishment of liabilities.~~Small Business Administration was forgiven and we had other vendors forgive us for amounts owing. We reported no gain or loss on extinguishment of liabilities for the three ~~months ended October 31, 2020 and 2019 and for the~~or six months ended October 31, 2020.

Net Income (Loss)

As a result of the above, we reported net ~~losses~~income (loss) of ~~$308,768~~$(1,151,884) and ~~$1,345,892~~$(308,768) for the three months ended October 31, ~~2020~~2021 and ~~2019,~~2020, respectively, and ~~a net loss of $2,082,839 for the six months ended October 31, 2019. We reported net income of~~$1,139,407 and $94,752 for the six months ended October 31, ~~2020.~~2021 and 2020, respectively.

Non-Controlling Interest in Income of Consolidated Subsidiaries

Currently, we have no activity in our consolidated subsidiaries. Non-controlling interest in income of consolidated subsidiaries was $0 for all periods ~~presented~~presented.

Net Income (Loss) Attributable to the Company

Because we had no non-controlling interest in income of consolidated subsidiaries, net income (loss) attributed to the Company was the same as net income (loss).

Liquidity and Capital Resources

Working Capital

As of October 31, ~~2020,~~2021, we had current assets of ~~$7,008, including~~$309,119, comprised of cash ~~of $50,~~and prepaid expenses, and current liabilities of ~~$6,052,431,~~$2,770,086, resulting in a working capital deficit of $6,045,423. Included in our current liabilities as of October 31, 2020 are derivative liabilities of $1,306,229, which we do not anticipate will require the payment of cash. As further discussed in the notes to our condensed consolidated financial statements, we have substantial debt that is in default.$2,460,967.

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Sources and Uses of Cash

Our sources and uses of cash for the three months ended October 31, 2021 and 2020 were as follows:

	2021			2020

Cash, beginning of period	$	330,449		$	66,830
Net cash used in operating activities		(2,275,278	)		(96,780	)
Net cash used in investing activities		(255,504	)		-
Net cash provided by financing activities		2,474,019			30,000

Cash, end of period	$	273,686		$	50

We used net cash of $2,275,278 in operating activities for the six months ended October 31, ~~2020~~2021 as a result of our net income of $1,139,407, non-cash expenses totaling $95,786, decreases in prepaid expenses of $2,460, and ~~2019 were as follows:~~

2020

2019

Cash, beginning of period

$ 66,830

$ 55,188

Net cash used in operating activities

(96,780 )

(538,256 )
Net cash used in investing activities

-

(10,351 )
Net cash provided by financing activities

30,000

566,300

Cash, end of period

$ 50

$ 72,881

increases in accrued expenses of $19,089. This was offset by our non-cash gains of $3,146,352, a decrease in accounts payable of $171,857 and a decrease in accounts payable and accrued expenses – related party of $213,811.

We used net cash of $96,780 in operating activities for the six months ended October 31, 2020 as a result of our net income of $94,752, non-cash expenses totaling $187,397, decrease in prepaid expenses and other current assets of $16,187, and increases in accounts payable of $140,431, accrued expenses of $524,196 and accounts payable and accrued expenses – related party of $229,950, partially offset by non-cash gain of $1,289,693.

We used net cash of $538,256 in operating activities for the six months ended October 31, 2019 as a result of net loss of $2,082,839 and non-cash gain of $1,992, partially offset by non-cash expenses totaling $1,211,576, decrease in prepaid expenses and other current assets of $14,363, and increases in accounts payable of $95,923, accrued expenses of $123,667 and accounts payable and accrued expenses – related party of $101,046.

Net cash used in investing activities for the six months ended October 31, ~~2019~~2021 was ~~$10,351,~~$255,504, comprised of the purchase of ~~property~~land and ~~equipment.~~costs incurred for land improvements during the period. We had no net cash provided by or used in investing activities for the six months ended October 31, 2020.

Net cash provided by financing activities for the six months ended October 31, 2021 was $2,474,019, comprised of proceeds from notes payable of $200,000, proceeds from convertible notes payable of $78,500, and proceeds from the sale of our common stock of $3,000,000. This was offset by repayments of notes payable of $200,000, repayments of convertible notes payable of $255,331, and offering costs incurred of $349,150.

Net cash provided by financing activities for the six months ended October 31, 2020 was $30,000, comprised of proceeds from convertible notes payable - related party of $20,000 and proceeds from an SBA express bridge loan of $10,000.

Net cash provided by financing activities for the six months ended October 31, 2019 was $566,300, comprised of proceeds from convertible notes payable of $365,300 and proceeds from convertible notes payable – related party of $301,000, partially offset by repayments of convertible notes payable of $100,000.

Going Concern Uncertainty

Our financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplate the realization of assets and liquidation of liabilities in the normal course of business. We have incurred continuous losses from operations, have an accumulated deficit of ~~$43,363,055~~$66,845,286 and a total stockholders’ deficit of ~~$5,554,917~~$1,750,358 at October 31, ~~2020,~~2021, and have reported negative cash flows from operations since inception. ~~In addition,~~While we dohave received debt and equity funding during the period and have cash on hand of $273,686 at October 31, 2021, we still have a working capital deficit of $2,460,967. Therefore, there is a question of whether or not ~~currently~~we have the cash resources to meet our operating commitments for the next twelve months and ~~we expect to~~ have, ~~ongoing requirements for~~or will obtain, sufficient capital ~~investment~~investments to implement our business ~~plan, including the construction of our proposed refinery project.~~plan. Finally, our ability to continue as a going concern must be considered in light of the problems, expenses and complications frequently encountered by entrance into established and emerging markets and the competitive environment in which we operate.

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The financial statements do not include any adjustments that might result from the outcome of any uncertainty as to the Company's ability to continue as a going concern. The financial statements also do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

~~Capital Resources~~

We have not generated any revenues or operating cash flows. As a result, we have significant short-term cash needs. Our principal source of operating capital has been provided from the issuance of convertible notes payable. During the six months ended October 31, 2020 we received net proceeds of $20,000 from the issuance of a convertible note payable – related party. We also received proceeds from an SBA express bridge loan of $10,000. These amounts compare, however, to net proceeds of $566,300 received from the issuance of convertible notes payable during the six months ended October 31, 2019.

On December 15, 2020, the Company and GS Capital entered into a Fourth Amendment to Promissory Notes pursuant to which the maturity date of all convertible notes payable and accrued interest and penalties payable to GS Capital was extended to December 31, 2020. GS also agreed to loan the Company $80,000, with net proceeds to the Company of $75,000 after an original issue discount of $5,000. The Company agreed to pay out of loan proceeds outstanding fees to the State of Nevada to file a previous amendment to increase the number of authorized common shares, and to increase the number of shares of the Company’s common stock reserved for conversion of GS Capital convertible notes payable.

Currently, all of our authorized shares of common stock are either issued or reserved for issuance of outstanding warrants, stock options and convertible notes payable. Therefore, no common shares are available for share issuances other than those shares included in the reserves established for debt holders. The lack of authorized shares currently limits our ability to raise capital through convertible debt financing

In addition, we do not expect to have the financial resources necessary to complete the proposed Refinery projects. The Company expects to operate the Distillation Unit through its subsidiary, Pecos Refining, and to operate the Large Refinery through another subsidiary set up for such purpose. The construction of the Distillation Unit and the Large Refinery will require substantial equity and debt financing, far beyond the expected resources of the Company. We anticipate that these Subsidiaries will obtain typical project development financing for the construction and development of the Distillation Unit and the Large Refinery and that such financings will be composed of both debt and equity financings. We anticipate these Subsidiaries will be able to finance approximately 80% of the total costs of the Distillation Unit and the Large Refinery through debt financing, and the remaining 20% of the total costs would be financed through equity investments. The Company has had only preliminary discussions with prospective equity sources regarding the financing of these projects and it is unclear at this time if we will be able to obtain such financing and, if so, how much equity in the Subsidiaries the equity investors will require in order to provide the financing. Any equity financing into which a Subsidiary enters will dilute the Company’s ownership of such Subsidiary. In addition, while the Company believes that the Refinery’s cost is financeable in large part through debt, it has not yet obtained a letter of intent or commitment for such financing.

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~~Current and Future Impact of Covid-19~~

The Covid-19 pandemic continues to have a material negative impact on capital markets. Without a current source of revenue, we are currently dependent on debt or equity financing to fund our operations and execute our business plan. We believe that the impact on capital markets of Covid-19 may make it more costly and more difficult for us to access these sources of funding. Effective April 20, 2020, the Company received loan proceeds of $167,900 in connection with the Paycheck Protection Program (“PPP”) of the United States Small Business Administration (“SBA”) and the CARES Act implemented in response to the Covid-19 pandemic. The loan may be forgiven pursuant to the provisions of the Act.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Critical Accounting Policies

Our results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related to inventories, investments, intangible assets, income taxes, financing operations, and contingencies and litigation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

For further information on our significant accounting policies see the notes to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended April 30, ~~2019~~2021 filed with the SEC and Note 2 to our condensed consolidated financial statements included in this quarterly report. There were no changes to our significant accounting policies during the six months ended October 31, ~~2020. The following is a description of those significant accounting policies that involve estimates and judgment by management.~~2021.

~~Derivative liabilities~~

The Company has issued warrants and stock options, certain of which contain anti-dilution provisions that have been identified as derivatives. In addition, the Company has identified the conversion feature of convertible notes payable as derivatives. As of October 31, 2020, the number of warrants or common shares to be issued under these agreements is indeterminate; therefore, the Company concluded that the equity environment is tainted and all additional warrants, stock options and convertible debt are included in the value of the derivatives. We estimate the fair value of the derivatives using multinomial lattice models that value the derivative liabilities based on a probability weighted cash flow model using projections of the various potential outcomes. These estimates are based on multiple inputs, including the market price of our stock, interest rates, our stock price volatility and management’s estimates of various potential equity financing transactions. These inputs are subject to significant changes from period to period and to management’s judgment; therefore, the estimated fair value of the derivative liabilities will fluctuate from period to period, and the fluctuation may be material.

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~~Fair value of financial instruments~~

~~Under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820,~~ ~~Fair Value Measurements and Disclosures,~~ ~~and ASC 825,~~ ~~Financial Instruments,~~ the FASB establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. This Statement reaffirms that fair value is the relevant measurement attribute. The adoption of this standard did not have a material effect on the Company’s financial statements as reflected herein. The carrying amounts of cash, prepaid expense and other current assets, accounts payable, accrued expenses and notes payable reported on the accompanying consolidated balance sheets are estimated by management to approximate fair value primarily due to the short-term nature of the instruments.

~~Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.~~

~~Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.~~

~~Our derivative liabilities are measured at fair value on a recurring basis and estimated as follows:~~

October 31, 2020

Total

Level 1

Level 2

Level 3

Derivative liabilities

$ 1,306,229

$ -

$ -

$ 1,306,229

April 30, 2020

Total

Level 1

Level 2

Level 3

Derivative liabilities

$ 2,607,433

$ -

$ -

$ 2,607,433

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ITEM 3 Quantitative and Qualitative Disclosures About Market Risk

As a smaller reporting company, we are not required to provide the information required by this Item.

ITEM 4 Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined) in Exchange Act Rules 13a – 15(c) and 15d – 15(e). Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934 (“Securities Exchange Act”) is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

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Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. To address the material weaknesses, we performed additional analysis and other post-closing procedures in an effort to ensure our condensed consolidated financial statements included in this quarterly report have been prepared in accordance with generally accepted accounting principles. Accordingly, management believes that the consolidated financial statements included in this report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act, as amended. Our management assessed the effectiveness of our internal control over financial reporting as of ~~January~~October 31, ~~2020.~~2021. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in 2013 Internal Control-Integrated Framework. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company's annual or interim consolidated financial statements will not be prevented or detected on a timely basis. We have identified the following material weaknesses:

As of October 31, ~~2020,~~2021, we did not maintain effective controls over the control environment. Specifically, the Board of Directors does not currently have any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-B. Since these entity level programs have a pervasive effect across the organization, management has determined that these circumstances constitute a material weakness.


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	2.	As of October 31, ~~2020,~~2021, we did not maintain effective controls over financial statement disclosure. Specifically, controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements. Accordingly, management has determined that this control deficiency constitutes a material weakness.

	3.	As of October 31, ~~2020,~~2021, we did not establish a formal written policy for the approval, identification and authorization of related party transactions.

	4.	As of October 31, ~~2020,~~2021, we had no full-time employees with the requisite expertise in the key functional areas of finance and accounting. As a result, there is a lack of proper segregation of duties necessary to ensure that all transactions are accounted for accurately and in a timely manner.

Because of these material weaknesses, management has concluded that the Company did not maintain effective internal control over financial reporting as of October 31, ~~2020,~~2021, based on the criteria established in "2013 Internal Control-Integrated Framework" issued by the COSO.

(b) Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

ITEM 1 Legal Proceedings

On March 31, 2020, the Company entered into an amendment to the convertible debt notes with GS Capital Partners, LLC (“GS Capital”) to extend the maturity dates to November 20, 2020. As consideration for the extension, the parties agreed to a Joint Motion for Agreed Judgement to include the $1,094,750 principal amount of the notes and accrued interest and penalties of $487,166. The accrued interest and penalties are included in accrued expenses as of October 31, 2020. In the event the notes are not paid in full, the Joint Motion may be filed by GS Capital and judgment entered against the Company. The holders of the Company’s Series A Preferred Stock have pledged their shares to GS Capital to secure the outstanding indebtedness of the Company to GS. If the indebtedness is not paid on or before its scheduled maturity date of December 31, 2020, GS Capital would be entitled to foreclose on such shares and would have 51% of the voting power of the Company’s equity securities.

On July 14, 2020, a consultant for rail services to the Company filed a complaint against the Company and its CEO Jack W Hanks, an individual, for payment of $100,000 of consulting fees. The Court Action is filed as CRU Trading Co, Plaintiff, v. MMEX Resources Corp and Jack W. Hanks in the District Court of Harris, County Texas Cause No. 2020-41853/Court;165. The Company, based on consultation with legal counsel, believes the complaint is without merit. The Company and Mr. Hanks are represented by counsel and have filed a verified denial.None.

ITEM 1A Risk Factors

Not applicable.

ITEM 2 Unregistered Sales of Equity Securities and Use of Proceeds

During the six months ended October 31, ~~2020,~~2021, the Company issued a total of ~~858,285,713~~14,568,721 shares of its common ~~stock to two lenders~~stock: 170,000 shares (plus 3,580,000 prefunded warrants and 2,575,500 warrants, see Warrants below) for cash of $3,000,000; 6,433,743 shares valued at $154,437 in conversion of convertible notes principal of ~~$53,500 and~~$149,444, accrued interest payable of ~~$3,180. Settlement~~$4,490 and payment of ~~derivative liabilities~~fees of $504; 6,817,224 shares valued at $74,989 in conversion of related party convertible notes principal; 17,754 shares issued pursuant to the ~~debt conversions totaled $18,612.~~rounding of fractional shares in connection with our reverse stock split; and 1,130,000 shares issued for the exercise of prefunded warrants. In conjunction with the stock and warrants issued for cash, the Company also issued 337,500 warrants to the placement agent (see Warrants below) and recognized $349,150 in out-of-pocket offering costs.

Subsequent to October 31, 2021, the Company issued 25,000 shares of common stock for the exercise of prefunded warrants.

ITEM 3 Defaults Upon Senior Securities

There is no information required to be disclosed by this Item.

ITEM 4 Mine Safety Disclosures

There is no information required to be disclosed by this Item.

ITEM 5 Other Information

There is no information required to be disclosed by this Item.

3933

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ITEM 6 Exhibits

31.1*		Certification by Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a)

32.1*		Certification by Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS**101.INS		Inline XBRL Instance Document

101.SCH**		(the instance document does not appear in the Interactive Data File because its XBRL ~~Taxonomy Extension Schema Document~~

101.CAL**		tags are embedded within the Inline XBRL ~~Taxonomy Extension Calculation Linkbase Document~~

101.DEF**		~~XBRL Taxonomy Extension Definition Linkbase Document~~

101.LAB**		~~XBRL Taxonomy Extension Label Linkbase Document~~

101.PRE**		~~XBRL Taxonomy Extension Presentation Linkbase Document~~

*	~~Filed herewith.~~document).

101.SCH	Inline XBRL Taxonomy Extension Schema Document.

101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

*	Filed herewith.

Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Act of ~~1933 or Section 18 of the Securities Act of~~ 1934 and otherwise are not subject to liability.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	MMEX Resources Corporation

Dated: December ~~21, 2020~~9, 2021	By:	/s/ Jack W. Hanks
		Chief Executive Officer (Principal Executive Officer), President and Chief Financial Officer (Principal Financial and Accounting Officer)

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PART I – FINANCIAL INFORMATION

Item 1.	Condensed Consolidated Financial Statements		3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	29	27
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	37	31
Item 4.	Controls and Procedures	37

~~PART II – OTHER INFORMATION~~31

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	39	33
Item 1A.	Risk Factors	39	33
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	39	33
Item 3.	Defaults Upon Senior Securities	39	33
Item 4.	Mine Safety Disclosures	39	33
Item 5.	Other Information	39	33
Item 6.	Exhibits	40	34

	October 31, 2020			April 30, 2020
Assets	(unaudited)

Current assets:
Cash	$	50		$	66,830
Prepaid expenses and other current assets		6,958			23,145
Total current assets		7,008			89,975

Property and equipment, net		489,606			507,044
Deposit		900			900

Total assets	$	497,514		$	597,919

Liabilities and Stockholders’ Deficit

Current liabilities:
Accounts payable	$	905,376		$	764,945
Accrued expenses		1,040,463			519,447
Accounts payable and accrued expenses – related parties		390,198			236,514
Note payable, currently in default		75,001			75,001
Convertible notes payable, currently in default, net of discount of $0 and $0 at October 31, 2020 and April 30, 2020, respectively		928,114			323,133
Convertible notes payable, net of discount of $10,701 and $140,941 at October 31, 2020 and April 30, 2020, respectively		1,093,999			1,587,239
Convertible notes payable – related parties, net of discount of $4,615 and $2,232 at October 31, 2020 and April 30, 2020, respectively		135,151			41,268
PPP loan payable		167,900			167,900
SBA express bridge loan payable		10,000			-
Derivative liabilities		1,306,229			2,607,433
Total current liabilities		6,052,431			6,322,880

Total liabilities		6,052,431			6,322,880

Commitments and contingencies

Stockholders’ deficit:
Common stock; $0.001 par value; 25,000,000,000 shares authorized, 14,211,114,185 and 13,352,828,472 shares issued and outstanding at October 31, 2020 and April 30, 2020, respectively		14,211,116			13,352,830
Preferred stock; $0.001 par value; 10,000,000 shares authorized, 1,000 Series A shares issued and outstanding		1			1
Additional paid-in capital		23,587,150			24,370,144
Non-controlling interest		9,871			9,871
Accumulated (deficit)		(43,363,055	)		(43,457,807	)
Total stockholders’ deficit		(5,554,917	)		(5,724,961	)

Total liabilities and stockholders’ deficit	$	497,514		$	597,919

	Three Months Ended October 31,						Six Months Ended October 31,
	2020			2019			2020			2019

Revenues	$	-		$	-		$	-		$	-

Operating expenses:
General and administrative expenses		179,350			299,312			362,675			545,419
Refinery start-up costs		51,985			87,539			89,685			138,939
Depreciation and amortization		8,720			8,638			17,438			17,225

Total operating expenses		240,055			395,489			469,798			701,583

Loss from operations		(240,055	)		(395,489	)		(469,798	)		(701,583	)

Other income (expense):
Interest expense		(171,054	)		(534,232	)		(725,143	)		(1,222,204	)
Gain (loss) on derivative liabilities		102,341			(416,171	)		1,289,693			(161,044	)
Gain on extinguishment of liabilities		-			-			-			1,992

Total other income (expense)		(68,713	)		(950,403	)		564,550			(1,381,256	)

Income (loss) before income taxes		(308,768	)		(1,345,892	)		94,752			(2,082,839	)
Provision for income taxes		-			-			-			-

Net income (loss)		(308,768	)		(1,345,892	)		94,752			(2,082,839	)

Non-controlling interest in income of consolidated subsidiaries		-			-			-			-

Net income (loss) attributable to the Company	$	(308,768	)	$	(1,345,892	)	$	94,752		$	(2,082,839	)

Net income (loss) per common share:
Basic	$	(0.00	)	$	(0.00	)	$	0.00		$	(0.00	)
Diluted	$	(0.00	)	$	(0.00	)	$	0.00		$	(0.00	)

Weighted average number of common shares outstanding:
Basic		13,913,213,564			1,727,348,034			13,633,021,019			919,329,234
Diluted		13,913,213,564			1,727,348,034			25,000,000,000			919,329,234

October 31, 2020	Total		Level 1		Level 2		Level 3

Derivative liabilities	$	1,306,229	$	-	$	-	$	1,306,229

April 30, 2020	Total		Level 1		Level 2		Level 3

Derivative liabilities	$	2,607,433	$	-	$	-	$	2,607,433

	October 31, 2020			April 30, 2020

Office furniture and equipment	$	13,864		$	13,864
Computer equipment and software		10,962			10,962
Refinery land		67,088			67,088
Refinery land improvements		452,005			452,005
Refinery land easements		37,015			37,015
		580,934			580,934
Less accumulated depreciation and amortization		(91,328	)		(73,890	)

	$	489,606		$	507,044

			Balance
Related Party	Maturity Date	Consideration	October 31, 2020			April 30, 2020
Maple Resources Corporation	December 27, 2020	Cash of $5,500 and Financing Fees of $5,500	$	11,000		$	11,000
BNL Family Trust	December 27, 2020	Cash		11,000			11,000
Shareholder and consultant	December 27, 2020	Accrued Consulting Fees		10,000			10,000
Shareholder and consultant	January 22, 2021	Cash		6,500			6,500
Maple Resources Corporation	February 12, 2021	Cash		5,000			5,000
Maple Resources Corporation	March 2, 2021	Cash		800			-
Maple Resources Corporation	May 12, 2021	Accrued Consulting Fees		41,466			-
Shareholder and consultant	May 14, 2021	Accrued Consulting Fees		34,000			-
Maple Resources Corporation	July 31, 2021	Cash		10,000			-
Shareholder and consultant	September 9, 2021	Cash		10,000			-

Total				139,766			43,500
Less discount				(4,615	)		(2,232	)

Net			$	135,151		$	41,268